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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number: 001-40659

WILLIAMS ROWLAND ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		86-2603800
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

450 Post Road East
Westport, CT		06880
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 353-7610

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

Title of each class		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one Warrant		~~The~~NYSE ~~New~~American ~~York Stock Exchange~~LLC
Common Stock, par value $0.0001 per share		~~The~~NYSE ~~New~~American ~~York Stock Exchange~~LLC
Warrants, each whole Warrant exercisable for one share of Common Stock at $11.50 per share		~~The~~NYSE ~~New~~American ~~York Stock Exchange~~LLC

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

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. ☐

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

~~At June~~If ~~30,~~securities ~~2021,~~are ~~the~~registered ~~aggregate~~pursuant ~~market~~to ~~value~~Section 12(b) of the ~~Registrant’s~~Act, indicate ~~shares~~by ofcheck ~~common~~mark ~~stock~~whether ~~held~~the byfinancial ~~non-affiliates~~statements of the ~~Registrant~~registrant ~~was~~included in the filing reflect the correction of an error to $0previously issued financial statements. ☐

~~The~~Indicate by check mark whether any of those error corrections are ~~number~~restatements that required a recovery analysis of ~~shares~~incentive-based ~~outstanding~~compensation received by any of the ~~Registrant~~registrant’s ~~common~~executive ~~stock~~officers during asthe ofrelevant ~~March~~recovery ~~30,~~period ~~2022~~pursuant ~~was~~to ~~28,750,000~~§240.10D-1(b). ☐

At June 30, 2022, the aggregate market value of the Registrant’s shares of common stock held by non-affiliates of the Registrant was $230,000,000.

The number of shares outstanding of the Registrant’s common stock as of April 17, 2023 was 9,216,135.

DOCUMENTS INCORPORATED BY REFERENCE

None.

WILLIAMS ROWLAND ACQUISITION CORP.

Annual Report on Form 10-K for the Period From March 10, 2021 (inception) Through December 31, 2021

part I		2

ITEM 1.	BUSINESS	2

ITEM 1A	RISK FACTORS	20

ITEM 1B	UNRESOLVED STAFF COMMENTS	20

ITEM 2.	PROPERTIES	20

ITEM 3.	LEGAL PROCEEDINGS	20

ITEM 4.	MINE SAFETY DISCLOSURES	20

part II		21

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21

ITEM 6.	[RESERVED]	21

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25

ITEM 9A.	CONTROLS AND PROCEDURES	25

ITEM 9B.	OTHER INFORMATION	26

ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION	26

part III		27

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	27

ITEM 11.	EXECUTIVE COMPENSATION	34

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	35

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	37

part IV		38

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	38

ITEM 16.	FORM 10-K SUMMARY	38

part I		1
ITEM 1.	BUSINESS	1
ITEM 1A	Risk Factors	23
ITEM 1B	UNRESOLVED STAFF COMMENTS	23
ITEM 2.	PROPERTIES	24
ITEM 3.	LEGAL PROCEEDINGS	24
ITEM 4.	MINE SAFETY DISCLOSURES	24
part II		25
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	25
ITEM 6.	[RESERVED]	25
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	29
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29
ITEM 9A.	CONTROLS AND PROCEDURES	29
ITEM 9B.	OTHER INFORMATION	29
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION	29
part III		30
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	30
ITEM 11.	EXECUTIVE COMPENSATION	40
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	40
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	41
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	42
part IV		43
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	43
ITEM 16.	FORM 10-K SUMMARY	43

FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (the “Form 10-K”) 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. Forward-looking statements in this Form 10-K may include, for example, statements about:

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our initial business combination;

●

our expectations around the performance of the 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, as a result of which they would then receive expense reimbursements;

●

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 acquisition opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account 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.

The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

part I

ITEM 1. BUSINESS

Introduction

Williams Rowland Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation 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 “Business Combination”).

On July 29, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 20,000,000 units (the “Units”), at $10.00 per unit, generating gross proceeds of $200,000,000. The underwriters exercised their full over-allotment option to purchase an additional 3,000,000 on August 5, 2021. Each Unit consists of one share of Common Stock and one-half of one warrant to purchase a share of Common stock.

Simultaneously with the closing of the IPO, the Company consummated the sale of 9,900,000 warrants to the Sponsor (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $9,900,000 (see Note 5 to the Notes to the Financial Statements included elsewhere herein). Each Private Placement Warrant is exercisable to purchase one share of Common stock at $11.50 per share. The Sponsor purchased an additional 1,200,000 Private Placement Warrants as a result of the underwriters’ exercise of their full over-allotment option on August 5, 2021.

Transaction costs of the IPO and subsequent over-allotment exercise amounted to $16,074,841, comprised of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, fair value of founder shares transferred to Anchor Investors of $2,772,169, and $652,672 of other offering costs. As of August 5, 2021, a total of $234.6 million of the net proceeds from the IPO and the Private Placements were deposited in a trust account established for the benefit of the Company’s public stockholders.

None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations until the earlier of (i) our consummation of our initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of our public shares if we are unable to consummate our initial business combination within 18 months of the closing of the IPO, or (iii) if we seek to amend our certificate of incorporation to affect the substance or timing of our obligation to redeem all public shares if we cannot complete an initial business combination the date that is 18 months after the closing of the IPO, and such amendment is duly approved.

General

We are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, which we refer to throughout this Form 10-K as our initial business combination. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, given the experience of our management team, our acquisition and value creation strategy will focus on companies in the financial services, fintech and technology sectors.

Our Company

David “Tiger” Williams and Jonathan Rowland are our senior sponsors and will serve as our Co-Chief Executive Officers and as members of our board of directors. Through them, we are affiliated with Williams Trading LLC and Mode Global Holdings PLC (each an “Affiliated Organization”). Williams Trading is 100% beneficially owned by Mr. Williams, its founder and Managing Member. Williams Trading is a world-class equities execution platform for institutional investors, including hedge funds, mutual funds, family offices and other asset managers. Mode Global Holdings PLC was founded by Mr. Rowland in 2015, and has launched a first-of-its-kind bitcoin app that allows users to access GBP, EUR and BTC accounts, and grow their digital assets, all in one place. Mr. Williams and Mr. Rowland will together serve as our executive leadership group (collectively, our “Executive Management”).

~~We believe we possess three~~part ~~core competitive strengths that differentiate us as we seek to complete a business combination:~~I

iITEM 1. ~~Experienced and entrepreneurial executives with histories of founding a number of successful companies;~~BUSINESS

~~ii. A deep and complementary mix of experience and skills ideal for due diligence and transaction execution success, and a proven track record of driving growth and value; and~~Introduction

~~iii~~Williams Rowland Acquisition Corp. A(the ~~focus~~“Company”) onis ~~transaction~~a ~~opportunities~~newly ~~within~~organized, ~~the~~blank ~~compelling~~check ~~and~~company ~~large~~incorporated ~~sectors~~as a Delaware corporation for the purpose of effecting ~~FinTech~~a merger, ~~software~~capital ~~and~~stock ~~tech-enabled~~exchange, ~~services~~asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

WeOn ~~believe~~July ~~that~~29, 2021, the ~~greatest~~Company ~~value~~consummated wethe ~~offer~~initial topublic aoffering ~~private~~(the ~~financial~~“Public ~~services,~~Offering” ~~FinTech,~~ or ~~technology~~“IPO”) ~~company is our collective experience in creating~~of 20,000,000 units ~~building~~(the ~~and~~“Units”), ~~establishing~~at ~~effective~~$10.00 per ~~business~~unit, ~~processes~~generating ingross ~~young~~proceeds ~~companies~~of ~~both~~$200,000,000. ~~before~~The ~~and~~underwriters ~~after~~exercised ~~they~~their ~~become~~full ~~public.~~over-allotment Weoption ~~believe~~to ~~our~~purchase an ~~team’s~~additional 3,000,000 on ~~deep and~~August ~~complementary~~5, ~~experience~~2021. ~~and~~Each ~~skills~~Unit ~~represent~~consists aof ~~unique~~one ~~set~~share of ~~qualifications~~Common ~~that~~Stock ~~position~~and usone-half ~~well~~of ~~for~~one ~~transaction~~warrant ~~execution~~to ~~success~~purchase ~~and~~a ~~post-business~~share ~~combination~~of ~~value~~Common ~~creation~~Stock.

~~Our~~Simultaneously ~~Investment~~with ~~Focus~~the closing of the IPO, the Company consummated the sale of 9,900,000 warrants to the Sponsor (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $9,900,000 (see Note 5 to the Notes to the Financial Statements included elsewhere herein). Each Private Placement Warrant is exercisable to purchase one share of Common stock at $11.50 per share. The Sponsor purchased an additional 1,200,000 Private Placement Warrants as a result of the underwriters’ exercise of their full over-allotment option on August 5, 2021.

WeTransaction ~~will~~costs ~~focus on companies that generate revenues from the application~~ of ~~technology in~~ the IPO ~~financial~~and ~~services~~subsequent ~~sector.~~over-allotment Weexercise ~~will~~amounted ~~look~~ to ~~acquire~~$16,074,841, acomprised ~~company~~of ~~that~~$4,600,000 of ~~is involved~~underwriting ~~in activities including the following: payment systems~~discount, ~~banking~~$8, ~~investments~~050,000 of deferred ~~lending,~~underwriting ~~insurance~~discount, ~~software~~fair ~~and~~value ~~brokerage~~of ~~and digital~~founder ~~assets.~~shares Wetransferred ~~will look~~ to ~~acquire~~Anchor aInvestors ~~company sitting at the intersection~~ of ~~financial~~$2,772,169, ~~services~~ and ~~technology~~$652,672 of inother offering ~~the U~~costs.~~S.,~~ ~~Europe or~~As ~~Asia,~~of ~~that~~August is5, ~~solving~~2021, ~~real~~a ~~problems~~total ~~for~~of ~~large, global markets~~$234.6 ~~Our~~million ~~acquisition~~of ~~targets~~the ~~must~~net ~~have~~proceeds ~~strong,~~from ~~scalable~~the ~~concepts~~IPO and athe ~~highly skilled~~Private ~~and~~Placements ~~motivated~~were ~~founding~~deposited in ~~team~~a ~~with~~trust ~~the~~account ~~ability~~established tofor ~~quickly~~the ~~scale~~benefit ~~and~~of ~~maximize~~the ~~growth~~Company’s topublic ~~become market leaders~~stockholders.

WeExtension ~~currently intend to concentrate our efforts on a number of key target markets within the financial services and FinTech and technology sectors:~~Meeting

~~Financial~~On ~~Services:~~December ~~within financial~~22, ~~services~~2022, wethe ~~will~~Company beheld ~~focused~~a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting stockholders voted on ~~digital~~and ~~wallets,~~approved ~~banking~~an amendment (the “Extension Amendment”) to the Company’s amended and ~~payments~~restated certificate of incorporation to extend the deadline by which the Company must complete an initial business combination from January 29, ~~credit~~2023 ~~and~~to ~~lending~~July 29, ~~asset~~2023 ~~management~~(or, if not a business day, to the next business day (the “Extended Date”). In connection with the approval of the Extension Amendment, the Company was required to give holders of its shares of Common Stock sold to the public (the “Public Shares”) the right to redeem their shares. Holders of an aggregate of 19,533,865 Public Shares exercised their redemption rights and ~~brokerage~~did not subsequently reverse that decision. The per share redemption price was $ 10.31. After the redemption there was 3,466,135 Public Shares along with the 5,750,000 shares of Common Stock originally issued to the founders (the “Founders Shares”) that remained outstanding that remained outstanding as of December 31, 2022.

~~FinTech~~In ~~and~~connection ~~Technology:~~with ~~within~~the Extension, ~~FinTech~~the ~~and~~Company ~~technology~~entered weinto ~~will~~Non-Redemption beAgreements ~~focused~~with oncertain ~~RegTech~~stockholders which owned 2,431,454 ~~digital~~Public ~~asset &~~Shares ~~Blockchain~~as of December 2, ~~big~~2022, pursuant ~~data~~to ~~and~~which AIthese stockholders have committed not to redeem their redeemable shares at the Extension. In consideration of this agreement, the ~~cybersecurity~~Sponsor has agreed to transfer 345,674 ~~and~~shares ~~InsurTech~~its Common Stock to the Non-Redeeming Stockholders at the closing of the Business Combination.

~~Our~~At ~~experience~~December ~~lends~~31, ~~itself~~2022, the ~~well~~remaining tobalance ~~pursuing~~in ~~theses~~the ~~platforms~~trust account after the redemptions in connection with the Extension Amendment was $35,902,882. ~~but~~None weof ~~are~~the remaining ~~not~~funds ~~required~~held in trust will be released from the trust account, other than interest income to ~~complete~~pay any tax obligations until the earlier of (i) our consummation of our initial business combination, ~~with~~and athen ~~business~~only in ~~these~~connection ~~industries~~with those shares of common stock that ~~and~~such stockholder properly elected to redeem, assubject ato ~~result~~the limitations described herein, (ii) the redemption of our public shares if we ~~may~~are ~~pursue~~unable ato consummate our initial business combination ~~outside~~by ofthe ~~these~~Extended ~~industries.~~Date, Weor ~~expect~~(iii) toif ~~pursue~~we ~~global~~seek ~~businesses~~to ~~but~~further ~~may~~amend ~~also~~our certificate ~~acquire~~of aincorporation ~~domestic~~to ~~company.~~affect Wethe dosubstance ~~not~~or ~~intend~~timing of our obligation to ~~acquire~~redeem ~~companies~~all ~~that~~public ~~have~~shares ~~speculative~~if we cannot complete an initial business combination ~~plans~~by orsuch ~~are~~further ~~excessively~~extended ~~leveraged~~date.

Of our target industries, financial services is the largest sector by market capitalization and is ripe for disruption by technology-led challengers. Many incumbents have neglected technological innovation and have failed to retain trust from customers. Customers are increasingly accessing financial services digitally instead of bank branches or traditional ways. The shift towards mobile has only accelerated as a result of the COVID-19 pandemic. FinTech challengers (digital wallets, neo banks, B2B enablers) have become a global phenomenon and are beginning to capture the full traditional financial services stack, including credit, brokerage, payments, technology infrastructure, and others. We predict that they will capture significant in market value from incumbent financial services players around the world. Consumer preference towards robo-advisor and low-and-no-fee digital brokers have caused the industry to provide digitized solutions through venture-backed companies. Additionally, mature companies have launched products to meet these demands, such as Schwab’s Intelligent Portfolios premium account option, which provides clients with access to unlimited online financial planning and trading for a subscription fee.General

2We are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, which we refer to throughout this Form 10-K as our initial business combination. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, given the experience of our management team, our acquisition and value creation strategy will focus on companies in the financial services, fintech and technology sectors.

The Global FinTech Market is anticipated to grow at a CAGR of around 20% from 2020-2025 according to ReseachAndMarkets.com, reaching $305 billion by 2025. In the United States, FinTech challengers have over 60 million monthly active customers, surpassing number of deposit account holders of the major financial institutions. In the UK and Europe, more than 50 million customers have opened neo bank accounts, according to Finextra. Asia has been leading the way in terms of mobile wallet adoption and technology-first financial services with over 1 billion customers. The market can be segmented based on technology, service, application, deployment mode and regional analysis. Based on technology, the market can be segmented into API, AI, Blockchain and Distributed Computing. Among them, significant growth is expected to be seen in the areas of AI and Blockchain in the coming years. AI and chatbots have redefined customer service, and their expanded should accelerate the AI-oriented FinTech market growth.2

~~Executive~~Our ~~Management~~Company

David “Tiger” Williams isand Jonathan Rowland are our ~~Co-Founder~~sponsors and will serve as our Co-Chief Executive ~~Officer.~~Officers ~~Tiger is the Founder~~ and ~~Managing~~as ~~Member~~members of ~~Williams~~our ~~Trading~~board ~~LLC.~~of ~~Prior to~~directors. ~~founding~~Through ~~Williams Trading~~them, ~~Tiger~~we ~~was~~are anaffiliated ~~Associate~~with ~~Director~~Williams atTrading ~~Tiger~~LLC ~~Management~~and ~~where~~Mode heGlobal ~~was~~Holdings ~~responsible~~PLC ~~for~~(each ~~trading~~an ~~the~~“Affiliated ~~domestic equity~~Organization”). ~~portfolio~~Williams ~~from~~Trading ~~1993~~is ~~through~~100% ~~1997.~~beneficially ~~Tiger~~owned ~~began~~by ~~his~~Mr. ~~career~~Williams, onits ~~Wall~~founder ~~Street~~and inManaging ~~1987~~Member. asWilliams aTrading ~~member~~is ofa ~~the~~world-class equities execution ~~Principal~~platform ~~Training~~for ~~Program~~institutional atinvestors, E.including ~~F. Hutton.~~hedge ~~In 1989~~funds, hemutual ~~joined~~funds, ~~First~~family ~~Boston~~offices ~~as an Associate~~ and ~~Generalist~~other ~~Equity~~asset ~~Sales Trader~~managers. InMode ~~1990,~~Global Holdings ~~Tiger~~PLC ~~joined~~was ~~Needham~~founded ~~and~~by CoMr. ~~as a~~Rowland ~~Vice President and~~ in ~~1991~~2015, ~~moved to Donaldson Lufkin~~ and ~~Jenrette,~~has ~~also~~launched as a ~~Vice~~first-of-its-kind ~~President.~~bitcoin ~~Tiger~~app ~~received~~that ~~his~~allows ~~Bachelor~~users ofto ~~Arts~~access ~~degree~~GBP, EUR inand ~~Economics~~BTC accounts, and ~~Political~~grow ~~Science~~their atdigital ~~Yale~~assets, ~~University~~all in ~~1984~~one ~~and~~place. ~~his~~Mr. ~~Master’s~~Williams inand ~~Business~~Mr. ~~Administration~~Rowland ~~from~~will ~~the~~together ~~Stern~~serve ~~School of~~as ~~Business~~our atexecutive leadership ~~New York~~group ~~University~~(collectively, inour ~~1989~~“Executive Management”).

~~Jonathan~~We ~~David~~believe ~~Rowland~~we ~~is our~~possess ~~Co-Founder and Co-Chief Executive Officer. A banker and entrepreneur since the mid-1990’s, he is currently Founder and Executive~~three ~~Chairman~~core ofcompetitive ~~Mode~~strengths ~~Global Holdings (MODE.LN),~~ that ~~operates~~differentiate ~~Mode,~~us ~~a digital bank, wallet and payments platform, and Co-Founder and Non-Executive Director of Redwood Bank, a UK-based technology-driven SME commercial lender, and has more than 25 years of experience~~ as anwe ~~investor and~~seek Director of public and private companies globally. He has led many investments in Financial Services and FinTech companies, including being an early investor in ZOPA in 2005, and leading the post-crisis restructuring of Kauphting Bank Luxembourg, renamed Banque Havilland, and being the bank’s CEO between 2009 and 2013. Among public companies in which he has been involved are Jellyworks PLC, which was listed on LSE AIM in 1999 and sold eight months later to ~~Shore~~complete ~~Capital~~a ~~Plc.~~business combination:

~~Bobby Morovati is our Chief Financial Officer~~i. ~~Bobby~~Experienced ~~is currently serving as the Chief Financial Officer of Williams Trading LLC. Prior to joining Williams, he was Accounting Manager at Pali Capital, a boutique derivatives~~ and ~~fixed~~entrepreneurial ~~income~~executives ~~firm,~~with ~~where~~histories ~~he worked as a key member~~ of ~~the~~founding ~~finance and accounting team on all facets of the financial and operational components of the firm during its rapid growth and expansion phase. He began his career at Pershing in 1998 as~~ a ~~member~~number of ~~the~~successful ~~Controller’s Group. He received his Bachelor of Science in Accounting from Rutgers University.~~companies;

Weii. ~~believe~~A ~~that~~deep ~~our~~and ~~management team’s~~complementary ~~operating~~mix ~~expertise,~~of ~~transaction~~ experience and ~~relationships~~skills ~~will~~ideal ~~provide~~for usdue ~~with~~diligence and transaction execution success, and a ~~substantial~~proven ~~number~~track record of ~~attractive~~driving ~~potential business~~growth ~~combination~~and ~~targets.~~value; and

~~Our~~iii. ~~Independent~~A ~~Directors~~focus on transaction opportunities within the compelling and large sectors of FinTech, software and tech-enabled services.

~~Betsy~~We L.believe ~~Battle,~~that isthe ~~one of~~greatest ~~our~~value ~~independent~~we ~~board~~offer ~~members.~~to ~~She~~a isprivate ~~Chief Investment Officer and Founding Partner of Lone Peak Partners and brings more than four decades of~~ financial services, ~~and~~FinTech, ~~investment~~or ~~experience~~technology tocompany ~~Williams~~is ~~Rowland.~~our ~~Prior~~collective toexperience ~~founding Lone Peak~~ in ~~2009~~creating, ~~she~~building ~~was Director of Manager Selection~~ and ~~a member of the Management Committee at Soros Fund Management LLC, where, she managed multibillion dollar portfolios of~~ ~~external~~establishing ~~hedge~~effective ~~funds~~business ~~for~~processes ~~the~~in ~~Quantum~~young ~~group~~companies ofboth ~~funds~~before and ~~George~~after ~~Soros,~~they ~~and~~become ~~built~~public. ~~the~~We ~~manager~~believe ~~selection~~our ~~and~~team’s ~~due diligence processes as~~deep ~~well as the multi-manager portfolio construction~~ and ~~monitoring~~complementary ~~methodologies.~~experience ~~Prior to Soros, she held positions at Bankers Trust, Citicorp~~ and JPskills ~~Morgan,~~represent ~~primarily as~~ a ~~manager~~unique inset ~~Global Sales and Trading. She currently serves on the Board~~ of ~~the~~qualifications ~~University~~that ofposition ~~North~~us ~~Carolina Kenan-Flagler~~well ~~Business~~for ~~School~~transaction ~~Foundation,~~execution ~~the Board of Directors of the Breast Cancer Research Foundation,~~ success and ~~the~~post-business ~~President’s Council~~combination ofvalue ~~the Peconic Land Trust~~creation. ~~Ms. Battle received a BA from the University of North Carolina at Chapel Hill in 1976.~~

3Our Investment Focus

~~Tomago~~We ~~Collins~~will isfocus ~~one~~on ofcompanies ~~our~~that ~~independent~~generate ~~board~~revenues ~~members.~~from Hethe isapplication ~~Executive~~of ~~Vice~~technology ~~President~~in ofthe ~~Communications &~~financial ~~Business~~services ~~Development,~~sector. ~~Kroenke~~We ~~Sports & Entertainment,~~will ~~where~~look heto ~~works~~acquire ~~closely~~a ~~with~~company ~~ownership~~that ~~and~~is involved ~~senior~~in ~~leaders~~activities ~~across~~including athe ~~multibillion-dollar~~following: ~~portfolio~~payment ofsystems, ~~Kroenke-owned~~banking, ~~global businesses~~investments, onlending, ~~strategy~~insurance, ~~communications~~software and ~~development.~~brokerage Heand digital ~~also~~assets. ~~serves~~We onwill ~~multiple~~look ~~public~~to ~~and~~acquire ~~private~~a company ~~and~~sitting ~~non-profit~~at ~~boards, including~~the ~~Four~~intersection ~~Seasons~~of ~~Hotels &~~financial ~~Resorts~~services and ~~Republic~~technology, ~~Services~~in ~~Group~~the U.S., ~~and~~Europe or ~~was~~Asia, ~~also~~that ais ~~Board~~solving ~~member~~real ofproblems ~~AutoNation~~for ~~from~~large, ~~2014-19~~global markets. ~~Mr.~~ ~~Collins~~Our ~~also~~acquisition ~~serves~~targets asmust have strong, scalable concepts and a ~~board~~highly skilled ~~member~~and ~~for~~motivated ~~the~~founding ~~Global~~team ~~Down~~with ~~Syndrome~~the ~~Foundation.~~ability ~~Mr.~~to ~~Collins~~quickly isscale aand ~~graduate~~maximize ofgrowth ~~Yale~~to ~~University~~become market leaders.

~~William C. Kunkler is one of our independent board members. He has over 40 years of manufacturing and operating experience and is currently~~ Executive Vice President of Operations for CC Industries, Inc. (CCI), a private equity firm focused on manufacturing companies and real estate investments, where he is responsible for general operating issues and investment decisions at each of CCI’s companies. He is also Vice President of Henry Crown and Company, the parent company of CCI. Prior to joining CCI in 1995, he was Executive Vice President for Marblehead Lime Company, a subsidiary of General Dynamics Corporation, and he began his career at USG Corp. as a project engineer. Mr. Kunkler has been a Director of NIBCO Inc., a manufacturer of valves and fittings based in Elkhart, Indiana, since 2004 and was a Director of Sears Holdings Corporation, a leading retailer of general merchandise, from 2009 to 2018. Mr. Kunkler received his Bachelor of Science degree in Mechanical Engineering from Yale University and his Master of Management ~~degree from Kellogg Graduate School of Management, Northwestern University.~~

~~The~~David ~~past~~“Tiger” Williams ~~performance~~is our Co-Founder and Co-Chief Executive Officer. Tiger is the Founder and Managing Member of ~~our~~Williams Trading LLC. Prior to ~~management~~founding ~~team~~Williams orTrading, ~~that~~Tiger ofwas ~~our~~an ~~board~~Associate ofDirector ~~directors~~at isTiger ~~not~~Management awhere ~~guarantee~~he ~~either~~was ~~(i)~~ responsible for trading the domestic equity portfolio from 1993 through 1997. Tiger began his career on Wall Street in 1987 as a member of ~~success~~the ~~with~~Principal ~~respect~~Training toProgram ~~any~~at ~~business~~E. ~~combination~~F. weHutton. ~~may~~In ~~consummate~~1989, orhe ~~(ii) that~~joined weFirst ~~will~~Boston beas ~~able~~an toAssociate ~~identify~~and Generalist Equity Sales Trader. In 1990, Tiger joined Needham and Co. as a ~~suitable~~Vice ~~candidate~~President ~~for~~and ~~our~~in ~~initial~~1991 ~~business~~moved ~~combination~~to Donaldson Lufkin and Jenrette, also as a Vice President. ~~You~~Tiger ~~should~~received his Bachelor of Arts degree ~~not~~in ~~rely~~Economics onand ~~the~~Political ~~historical~~Science ~~record~~at ofYale ~~our~~University ~~management~~in 1984 and his Master’s ~~performance~~in asBusiness ~~indicative~~Administration from the Stern School of ~~our~~Business ~~future~~at ~~performance~~New York University in 1989.

~~Affiliated~~Jonathan ~~Organizations~~David Rowland is our Co-Founder and Co-Chief Executive Officer. A banker and entrepreneur since the mid-1990’s, he is currently Founder and Executive Chairman of Mode Global Holdings (MODE.LN), that operates Mode, a digital bank, wallet and payments platform, and Co-Founder and Non-Executive Director of Redwood Bank, a UK-based technology-driven SME commercial lender, and has more than 25 years of experience as an investor and Director of public and private companies globally. He has led many investments in Financial Services and FinTech companies, including being an early investor in ZOPA in 2005, and leading the post-crisis restructuring of Kauphting Bank Luxembourg, renamed Banque Havilland, and being the bank’s CEO between 2009 and 2013. Among public companies in which he has been involved are Jellyworks PLC, which was listed on LSE AIM in 1999 and sold eight months later to Shore Capital Plc.

~~Williams~~Bobby ~~Trading LLC.~~Morovati ~~Williams~~is ~~Trading~~our ~~was founded in 1997 to create a world-class equities execution platform~~Chief ~~for~~Financial ~~institutional investors, including hedge funds, mutual funds, family offices and other asset managers~~Officer. ~~Today~~Bobby itis ~~has~~currently ~~grown~~serving ~~into~~as ~~a full-service~~the ~~financial~~Chief ~~services~~Financial ~~firm~~Officer ~~that~~of ~~provides~~Williams ~~not~~Trading ~~only~~LLC. ~~state-of-the-art~~Prior ~~public~~to ~~equity~~joining ~~trading solutions~~Williams, ~~but~~he ~~also private equity~~was ~~secondary~~Accounting ~~market~~Manager ~~trading,~~at ~~investment~~Pali ~~banking and capital markets services~~Capital, ~~equity~~a ~~research,~~boutique ~~third~~derivatives ~~party marketing~~ and ~~other~~fixed ~~institutional fund~~income ~~services.~~firm, ~~Among~~where ~~other~~he ~~innovations,~~worked ~~Williams~~as ~~pioneered~~ a ~~team~~key ~~approach~~member ~~to trading, taking an experienced group~~ of ~~traders with diverse backgrounds, skill sets and relationships, and combining them with~~ the ~~industry’s~~finance ~~most current trading technologies. Ultimately,~~and ~~Williams~~accounting ~~provides~~team ~~its~~on ~~clients —~~all ~~including~~facets ~~many~~ of the ~~world’s~~financial ~~most widely recognized~~ and ~~talented~~operational ~~fund~~components ~~managers — an unsurpassed pool~~ of ~~trading~~the ~~expertise,~~firm ~~which~~during isits ~~often~~rapid ~~difficult~~growth toand ~~duplicate~~expansion ~~at scale for an individual fund manager~~phase. ~~Williams Trading’s~~He ~~offerings~~began inhis ~~banking~~career ~~and~~at ~~capital~~Pershing ~~markets,~~in ~~private~~1998 ~~equity~~as ~~secondary~~a ~~market~~member ~~trading,~~of ~~equity~~the ~~research,~~Controller’s ~~third~~Group. ~~party~~He ~~marketing~~received ~~and~~his ~~other~~Bachelor ~~services deliver that same level~~ of ~~best-~~Science in~~-class~~ ~~service~~Accounting tofrom Rutgers ~~corporate issuers and institutional manager clients~~University.

~~Mode~~We ~~Global~~believe ~~Holdings PLC.~~that ~~From~~our ~~its inception, Mode~~management team’s ~~vision~~operating ~~has been to disrupt the current financial system and redefine the way that people use financial services. To date~~expertise, ~~Mode~~transaction ~~has~~experience ~~launched a first-of-its-kind bitcoin app that allows users to access GBP, EUR~~ and ~~BTC~~relationships ~~accounts,~~will ~~and~~provide ~~grow~~us ~~their~~with ~~digital assets, all in one place. Mode is now aiming to further develop its offering by building~~ a ~~next-gen~~substantial ~~ecosystem~~number ~~that connects consumers and businesses, and combines the best in payments, investment, loyalty and digital assets to offer a full suite~~ of ~~financial~~attractive ~~services. For businesses, Mode offers marketing, e-commerce and payments services for UK companies~~potential looking to attract, engage and retain high-value customers globally. Mode is an official partner of WeChat Pay and Alipay. Jonathan is also a Founder at Redwood Bank, a savings and loans bank that provides banking services to individuals and small businesses and was the first business~~-only~~ ~~Challenger~~combination ~~Bank to receive a license from the Bank of England post the 2008 Global Financial crisis~~targets.

~~Our Target Selection Criteria~~3

WeOur ~~believe~~Independent ~~the selection criteria for our initial business combination are designed to find the best private company candidates for public ownership:~~Directors

1Betsy L. ~~Public~~Battle, ~~company~~is ~~readiness~~one of our independent board members. ~~The~~She ~~company~~is ~~must~~Chief Investment beOfficer ~~ready~~and Founding Partner of Lone Peak Partners and brings more than four decades of financial services and investment experience to beWilliams aRowland. ~~public~~Ms. ~~company~~Battle also serves on the board of OPAL Fuels Inc. ~~This~~(Nasdaq: ~~does~~OPAL). ~~not~~Prior ~~necessarily~~to ~~mean~~founding ~~having~~Lone Peak in 2009, she was Director of Manager Selection and a ~~string~~member of ~~profitable~~the ~~quarters~~Management Committee at Soros Fund Management LLC, ~~but~~where, weshe ~~believe~~managed multibillion dollar portfolios of external hedge funds for the ~~company~~Quantum ~~must~~group ~~have~~of funds and George Soros, and built the manager selection and due diligence processes as well as the multi-manager portfolio construction and monitoring methodologies. Prior to Soros, she held positions at Bankers Trust, Citicorp and JP Morgan, primarily as a manager in ~~place~~Global Sales and Trading. She currently serves on the ~~management~~Board ~~team~~of the University of North Carolina Kenan-Flagler Business School Foundation, ~~corporate~~the ~~culture~~Board of Directors of the Breast Cancer Research Foundation, and ~~basic~~the ~~business~~President’s Council ~~processes~~of ~~durable~~the ~~enough~~Peconic toLand ~~withstand~~Trust. Ms. Battle received a BA from the ~~scrutiny~~University of ~~public~~North ~~markets~~Carolina at Chapel Hill in 1976.

4William C. Kunkler is one of our independent board members. He has over 40 years of manufacturing and operating experience and is currently Executive Vice President of Operations for CC Industries, Inc. (CCI), a private equity firm focused on manufacturing companies and real estate investments, where he is responsible for general operating issues and investment decisions at each of CCI’s companies. He is also Vice President of Henry Crown and Company, the parent company of CCI. Prior to joining CCI in 1995, he was Executive Vice President for Marblehead Lime Company, a subsidiary of General Dynamics Corporation, and he began his career at USG Corp. as a project engineer. Mr. Kunkler has been a Director of NIBCO Inc., a manufacturer of valves and fittings based in Elkhart, Indiana, since 2004 and was a Director of Sears Holdings Corporation, a leading retailer of general merchandise, from 2009 to 2018. Mr. Kunkler received his Bachelor of Science degree in Mechanical Engineering from Yale University and his Master of Management degree from Kellogg Graduate School of Management, Northwestern University.

2Youlanda D. ~~Potentially~~Deveaux ~~dominant~~is ~~technology,~~one of ~~service~~our orindependent ~~market~~board ~~position~~members. ~~The~~She ~~company~~serves ~~should~~as ~~have~~Regional ~~either~~Vice aPresident ~~visionary~~for ~~new~~the ~~product~~Caribbean ~~aimed~~and atLatin aAmerica ~~fast-growing~~for ~~market,~~Mandara aSpa ~~replacement~~(Bahamas) Ltd ~~product~~which ~~with~~is ~~overwhelming~~part ~~advantages~~of ~~that~~OneSpaWorld Group. She is ~~designed~~a toturnaround ~~rapidly~~specialist ~~take~~experienced ~~market~~at ~~share~~identifying ~~from~~growth anpotential ~~entrenched~~, ~~competitor~~business ondevelopment, human aresources, ~~technical~~management ~~(not~~and ~~price)~~financial ~~basis,~~control orsystems anfor ~~established~~regional ~~product~~high-end ~~that~~luxury ~~dominates~~businesses ~~its~~at ~~market~~five-star ~~and~~resorts ~~has~~in three Caribbean countries. Ms. Deveaux received a ~~leading~~BA ~~market~~from ~~share~~Mount Saint Vincent University and an MBA, with Distinction, from NOVA Southeastern University.

3.The ~~Enthusiastic~~past ~~customers~~performance ~~who~~of our ~~are~~management ~~willing~~team toor ~~endorse~~that ~~the~~of ~~company~~our ~~and~~board ~~its~~of ~~products~~directors is not a guarantee either (i) of success with respect to any business combination we may consummate or ~~capabilities~~(ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the ~~company~~historical record of our management’s ~~investors~~performance as indicative of our future performance.

4.Our ~~Excellent~~Target ~~employee~~Selection ~~core values, as defined by Stanford’s Jim Collins and Jerry Porras in their classic book “Built to Last”, with as many of the following core values as possible:~~Criteria

●We ~~Smart,~~believe ~~tough~~the ~~and~~selection criteria ~~hardworking~~for ~~people~~our initial business combination are designed to find the best private company candidates for public ownership:

●1. ~~Truthful~~Public company readiness. The company must be ready to be a public company. This does not necessarily mean having a string of profitable quarters, ~~concise~~but ~~and~~we ~~non-political~~believe the company must have in ~~communication~~place the management team, ~~especially~~corporate ~~about~~culture ~~bad~~and ~~news~~basic business processes durable enough to withstand the scrutiny of public markets.

●2. ~~Objective,~~Potentially ~~logical~~dominant technology, ~~data~~service or market position. The company should have either a visionary new product aimed at a fast-~~driven~~growing inmarket, ~~decision~~a ~~making~~replacement product with overwhelming advantages that is designed to rapidly take market share from an entrenched competitor on a technical (not price) basis, or an established product that dominates its market and has a leading market share

●3. ~~Problem~~Enthusiastic ~~solvers~~customers who ~~take~~are ~~responsibility~~willing ~~for~~to ~~problems~~endorse the company and ~~solve~~its ~~them~~products ~~skillfully~~or ~~and~~capabilities ~~quickly~~to the company’s investors.

●4. ~~Committed~~Excellent toemployee ~~their~~core ~~company~~values, —as defined by Stanford’s Jim Collins and ~~vice~~Jerry ~~versa~~Porras in their classic book “Built to Last”, with ~~all~~as ~~employees~~many ~~preferably~~of ~~being~~the ~~shareholders~~following core values as possible:

● ~~Committed~~Smart, totough ~~each~~and ~~other;~~hardworking people ~~who like being with their friends at work~~

5.● AnTruthful, ~~excellent~~concise ~~company~~and ~~culture~~non-political in communication, especially about bad news

● AObjective, ~~learning~~logical, ~~culture~~data-driven ~~that~~in ~~speaks~~decision ~~and writes precisely and embraces new ideas~~making

● AProblem ~~quality~~solvers ~~culture~~who ~~that~~take ~~demands~~responsibility ~~excellence~~for inproblems ~~everything~~and itsolve ~~does~~them ~~from~~skillfully ~~its~~and ~~most challenging product to its memos~~quickly

● ACommitted ~~confident,~~to ~~but~~their ~~not~~company ~~arrogant,~~— ~~can-do~~and ~~culture~~vice ~~that~~versa, iswith ~~passionate~~all ~~about~~employees ~~winning~~preferably ~~and~~being ~~delivering results~~shareholders

● ACommitted ~~culture~~to ~~that~~each ~~respects~~other; ~~capital~~people aswho ~~judged~~like bybeing ~~its~~with ~~conspicuous~~their ~~avoidance~~friends ofat ~~extravagance and effective cost control programs~~work

~~6. An excellent management team that~~4

●5. ~~Runs~~An ~~the~~excellent company ~~precisely with fully deployed, written quarterly objectives, goals and deliverables~~culture

● ~~Leads~~A ~~the~~learning ~~company~~culture bythat ~~example~~speaks ~~with~~and anwrites ~~exemplary~~precisely ~~work~~and ~~ethic~~embraces ~~demonstrated~~new ~~by key executives who have put in their “10,000 hours of practice,” as described by Malcom Gladwell in the book “Outliers”~~ideas

● ~~Displays~~A ~~impatience~~quality ~~with~~culture ~~delays~~that demands excellence in ~~new~~everything ~~products~~it ordoes ~~important~~from ~~company~~its ~~initiatives~~most challenging product to its memos

7.● A ~~plan~~confident, tobut ~~grow~~not ~~rapidly by taking a dominant share of a growing medium sized market versus a small share of a huge market~~arrogant, ascan-do ~~explained~~culture bythat ~~Peter~~is ~~Thiel~~passionate inabout ~~his~~winning ~~book~~and ~~“Zero~~delivering ~~to One.”~~results

8.● ~~Excellent~~A ~~gross~~culture ~~margin,~~that ~~even~~respects atcapital ~~moderate~~as ~~product~~judged ~~volumes~~by —its ~~with~~conspicuous ~~the~~avoidance ~~runway~~of toextravagance ~~dramatically~~and ~~reduce~~effective ~~costs~~cost ascontrol ~~competitors counterattack.~~programs

96. AAn ~~plan~~excellent ~~that~~management ~~allows~~team ~~the company, at least nominally, to meet street expectations — appropriately for either milestones or financials — for at least four quarters after becoming a public company.~~that

5● Runs the company precisely with fully deployed, written quarterly objectives, goals and deliverables

~~Our~~● ~~Business~~Leads ~~Strategy~~the company by example with an exemplary work ethic demonstrated by key executives who have put in their “10,000 hours of practice,” as described by Malcom Gladwell in the book “Outliers”

~~One~~● ofDisplays ~~our~~impatience ~~business~~with ~~theses is that the time-proven IPO process imposes avoidable~~ delays ~~and~~in ~~costs on both~~ new ~~companies~~products ~~and~~or ~~investors.~~important Wecompany ~~believe the increase in SPAC IPO issuance and merger activity in 2020 validates a SPAC’s ability to address some of the problems with the IPO process.~~initiatives

~~Public~~7. ~~technology~~A ~~investors today~~plan ~~commonly~~to ~~discuss~~grow ~~these~~rapidly ~~issues~~by ~~surrounding~~taking a ~~typical~~dominant ~~technology~~share ~~IPO~~of ~~scenario:~~a growing medium sized market versus a small share of a huge market, as explained by Peter Thiel in his book “Zero to One.”

18. ~~Long~~Excellent ~~delays~~gross ~~in the IPO process. Fundamental investors find it difficult to own stock in companies during their pre-revenue and/or pre-profit phases and financial services~~margin, ~~FinTech,~~even ~~and~~at ~~technology~~moderate ~~companies~~product ~~are~~volumes ~~typically~~— ~~required~~with by the ~~market~~runway to ~~produce~~dramatically areduce ~~string~~costs of revenue growth quarters with profit or near-profit before they are deemed ready to pursue an IPO. We may offer earlier access to financial services, FinTech, and technology companies that are reporting milestone achievements as ~~opposed~~competitors ~~to revenue or profits, but we will also consider companies on the more traditional IPO track, with growing revenue on the path to profitability~~counterattack.

29. NoA ~~IPO~~plan ~~stock~~that ~~allocation.~~allows ~~Many public market investors say they cannot get an allocation of a new IPO unless they enjoy preferred-customer status with one of~~ the ~~IPO’s~~company, ~~sponsoring~~at ~~investment~~least ~~banks.~~nominally, ~~Our mission is~~ to ~~offer~~meet ~~fundamental~~street ~~technology~~expectations ~~investors~~— anappropriately ~~opportunity~~for toeither ~~take~~milestones anor ~~early~~financials ~~position~~— infor anat ~~exceptional~~least ~~financial~~four ~~services,~~quarters ~~FinTech~~after orbecoming ~~technology~~a public company.

3.Our ~~IPO~~Business discount. We all have seen the share price of a new IPO jump significantly during the first few days of trading. This implied discount in the IPO price encourages early turnover of the IPO shares and forces fundamental technology investors to pay higher share prices in the aftermarket to accumulate a position.Strategy

4.One ~~Committed~~of ~~Capital.~~our ~~SPACs~~business ~~can~~theses is ~~provide~~that ~~committed~~the ~~capital,~~time-proven ~~thus~~IPO ~~preventing~~process ~~unpredictable~~imposes ~~market~~avoidable ~~conditions~~delays ~~from~~and ~~delaying~~costs oron ~~disrupting~~both new companies and investors. We believe the ~~process~~increase ~~after~~in SPAC ~~investment~~IPO issuance and merger activity in 2020 validates a SPAC’s ability to address some of ~~considerable~~the ~~time~~problems ~~and~~with ~~expense~~the IPO process.

~~Many~~Public ~~companies~~technology ~~face~~investors today commonly discuss these issues insurrounding a typical technology IPO scenario:

1. ~~Late-stage~~Long ~~public~~delays ~~funding~~in isthe ~~expensive~~IPO ~~and~~process. ~~hard~~Fundamental investors find it difficult to ~~source.~~own Instock ~~the~~in ~~period~~companies ~~just~~during ~~prior~~their topre-revenue ~~profitability~~and/or pre-profit phases and financial services, anFinTech, ~~emerging~~and ~~company~~technology ~~often~~companies ~~needs~~are ~~large~~typically ~~amounts~~required by the market to produce a string of ~~working~~revenue ~~capital~~growth ~~for~~quarters ~~more~~with ~~capacity~~profit or near-profit before they are deemed ready to ~~exploit~~pursue an ~~R&D breakthrough~~IPO. ~~Unfortunately~~We may offer earlier access to financial services, ~~this~~FinTech, ~~cash~~and ~~need~~technology iscompanies ~~often~~that ~~funded~~are ~~with~~reporting ~~significant~~milestone ~~dilution~~achievements byas ~~venture~~opposed ~~capital~~to revenue or ~~high-coupon~~profits, ~~debt.~~but Wewe ~~intend~~will toalso ~~bring~~consider ~~public~~companies ~~investment~~on inthe amore ~~private~~traditional ~~company~~IPO ~~earlier~~track, ~~without~~with ~~the~~growing ~~gauntlet~~revenue ofon the ~~IPO~~path ~~process~~to profitability.

2. ~~Pre-~~No IPO ~~R&D~~stock ~~stall~~allocation. ~~Prior~~Many topublic ~~its~~market ~~IPO,~~investors asay ~~company~~they iscannot ~~incentivized~~get toan ~~hold~~allocation ~~down~~of ~~operating~~a ~~expense,~~new ~~including~~IPO ~~R&D~~unless ~~expenses,~~they toenjoy ~~bolster~~preferred-customer ~~its~~status ~~profitability.~~with ~~This~~one ~~may~~of ~~delay~~the aIPO’s ~~second-product~~sponsoring ~~introduction~~investment ~~and~~banks. ~~other~~Our ~~investments~~mission ~~that~~is ~~put~~to ~~the~~offer ~~company~~fundamental attechnology ainvestors ~~disadvantage~~an ~~relative~~opportunity to ~~its~~take ~~more~~an ~~mature~~early ~~competitors~~position ~~for~~in aan ~~period~~exceptional offinancial aservices, ~~year~~FinTech or ~~more;~~technology icompany.~~e., for the time needed to create the string of profitable quarters often mandated by the IPO market.~~

3. ~~Low~~IPO ~~corporate visibility~~discount. ~~Privately~~We ~~held~~all ~~companies~~have ~~can~~seen ~~certainly~~the ~~become~~share ~~prominent~~price inof ~~the~~a ~~era~~new ofIPO ~~the~~jump ~~unicorn,~~significantly ~~but~~during wethe ~~believe~~first ~~there~~few isdays ~~nothing~~of ~~like~~trading. ~~open~~This ~~debate~~implied discount in the ~~market~~IPO ~~over~~price aencourages ~~company’s~~early ~~prospects~~turnover toof ~~make~~ the ~~public~~IPO —shares ~~not~~and toforces ~~mention~~fundamental ~~prospective~~technology ~~customers~~investors ~~and~~to ~~business~~pay ~~partners~~higher —share ~~aware~~prices ofin anthe ~~important~~aftermarket ~~new~~to ~~company~~accumulate a position.

~~The~~4. ~~use~~Committed ofCapital. SPACs tocan ~~effect a~~provide ~~public~~committed ~~offering~~capital, atthus anpreventing ~~earlier~~unpredictable ~~stage~~market ofconditions ~~development~~from ~~can~~delaying ~~bring~~or ondisrupting ~~potential new problems caused by~~ the ~~accelerated~~process ~~entry~~after investment of ~~immature companies~~considerable ~~into~~time ~~public markets. For our target candidate, we intend to address the following common problems~~ and ~~mitigate them to the best of our ability~~expense.

1.Many ~~Incomplete~~companies orface ~~inaccurate~~these issues ~~financial reports may lead to bad internal business decisions and sometimes even re-statements. We will work to install Sarbanes-Oxley-compatible internal control processes and systems~~ in ~~our~~a ~~target~~typical ~~companies~~IPO ~~as early as possible if not already done so.~~scenario:

61. Late-stage public funding is expensive and hard to source. In the period just prior to profitability, an emerging company often needs large amounts of working capital for more capacity or to exploit an R&D breakthrough. Unfortunately, this cash need is often funded with significant dilution by venture capital or high-coupon debt. We intend to bring public investment in a private company earlier, without the gauntlet of the IPO process.

2. ~~Revenue over~~Pre-~~forecasting.~~IPO ~~The~~R&D ~~use~~stall. ofPrior ~~third-party~~to ~~sales~~its ~~funnel~~IPO, ~~software~~a company is ~~now~~incentivized ~~common~~to hold down operating expense, ~~but~~including weR&D ~~have~~expenses, ~~observed~~to ~~that~~bolster ~~poor~~its ~~quality~~profitability. ~~control~~This ofmay ~~the~~delay ~~funnel~~a ~~data~~second-product ~~input,~~introduction and other investments that put the ~~use~~company ofat ~~simplistic~~a ~~algorithms~~disadvantage relative to ~~create~~its ~~revenue~~more ~~estimates~~mature ~~from~~competitors ~~sales~~for ~~funnel~~a ~~data~~period ~~often~~of ~~lead~~a toyear ~~inflated~~or ~~revenue~~more; ~~predictions~~i.e., Wefor ~~understand~~the ~~these~~time ~~problems~~needed ~~and~~to ~~have~~create ~~available~~the ~~systems~~string toof ~~help~~profitable ~~address~~quarters ~~them~~often mandated by the IPO market.

3. ~~Strong~~Low ~~Risk~~corporate ~~and~~visibility. ~~Governance~~Privately ~~Controls.~~held ~~Risk~~companies ~~and~~can ~~Governance~~certainly ~~are~~become atprominent in the ~~forefront~~era of ~~every~~the ~~financial~~unicorn, ~~regulator~~but inwe ~~the~~believe ~~world~~there ~~today.~~is ~~Our~~nothing ~~management~~like ~~team~~open ~~has~~debate ~~significant~~in ~~experience~~the ~~implementing~~market ~~and~~over ~~operating~~a ~~businesses~~company’s ~~with~~prospects ~~robust~~to ~~risk-based~~make ~~controls~~the ~~and~~public ~~strong~~— ~~governance~~not ~~procedures.~~to Wemention ~~prioritize~~prospective ~~strong~~customers ~~risk~~ and ~~governance~~business ~~controls~~partners as— aaware ~~key area~~ of ~~review,~~an ifimportant ~~not~~new ~~already implemented~~company.

4. Poor product quality. Quality should be a way of life in all corporate activities, not just a mathematical system to measure and eliminate product defects. For example, we view strong Sarbanes-Oxley compliance and practices as financial quality-assurance systems. Our management team has worked personally for years on developing and overseeing strong corporate-level quality systems and quality culture development.5

5.The ~~Inadequate~~use ~~planning~~of ~~often~~SPACs ~~shows~~to upeffect a ~~in disappointing~~ public ~~reports,~~offering ~~for~~at ~~example,~~an asearlier ~~late~~stage ~~new~~of ~~product~~development ~~launches,~~can ~~long~~bring ~~product~~on ~~lead~~potential ~~times,~~new ~~quarterly~~problems ~~revenue~~caused ~~misses~~by ~~and~~the ~~unanticipated~~accelerated ~~competitor~~entry ~~success.~~of ~~We often see~~ immature companies ~~plan~~into ~~poorly~~public ormarkets. ~~even~~For doour notarget ~~planning~~candidate, ~~in some disciplines. While~~ we ~~certainly~~intend ~~cannot promise~~ to ~~fix~~address the ~~list~~following ofcommon ~~maladies~~problems ~~above,~~and wemitigate ~~can~~them ~~share~~to ~~excellent~~the best ~~planning~~of ~~tools in multiple disciplines with~~ our ~~target companies~~ability.

We1. ~~expect~~Incomplete or inaccurate financial reports may lead to ~~leverage~~bad ~~the full~~internal ~~resources~~business ofdecisions ~~our~~and ~~management~~sometimes ~~team~~even tore-statements. ~~help~~We ~~optimize~~will ~~business~~work ~~strategies,~~to ~~drive~~install ~~operational~~Sarbanes-Oxley-compatible ~~improvements~~internal control processes and ~~cultivate~~systems ~~managerial~~in ~~talent on~~our ~~behalf~~target ofcompanies ~~our~~as ~~initial~~early ~~business~~as ~~combination~~possible if not already done so.

~~Our~~2. ~~Business~~Revenue ~~Process~~over-forecasting. The use of third-party sales funnel software is now common, but we have observed that poor quality control of the funnel data input, and the use of simplistic algorithms to create revenue estimates from sales funnel data often lead to inflated revenue predictions. We understand these problems and have available systems to help address them.

~~The~~3. ~~mission~~Strong ofRisk ~~the~~and ~~Williams Rowland~~Governance ~~Acquisition Corp~~Controls. isRisk toand ~~provide~~Governance ~~fundamental~~are ~~public~~at ~~investors~~the ~~with~~forefront ~~early~~of ~~access~~every ~~to an attractive~~ financial ~~services~~regulator ~~business, asset~~in ~~management,~~the ~~FinTech~~world ~~or supporting technology, via a SPAC investment~~today. ~~After~~Our ~~our~~management ~~top-few~~team ~~target~~has ~~companies~~significant ~~are~~experience ~~identified,~~implementing ~~we will analyze their business processes, systems,~~ and ~~disciplines~~operating ~~relative~~businesses towith ~~what~~robust werisk-based ~~believe~~controls ~~is required for stable~~ and ~~predictable~~strong ~~performance~~governance procedures. ~~Then,~~ ifWe ~~the~~prioritize ~~target~~strong ~~desires~~risk toand ~~combine,~~governance wecontrols ~~will offer our help,~~ as ~~well~~a askey ~~the~~area ~~help~~ of ~~our~~review, ~~portfolio~~if ~~companies~~not ~~that~~already ~~have agreed to share their best practices~~implemented.

~~Finally,~~4. wePoor ~~will~~product ~~offer~~quality. ~~our target~~Quality ~~company~~should ~~consulting~~be ~~support~~a ~~from~~way ~~our~~of ~~internal~~life in all corporate activities, not just a mathematical system to measure and ~~external~~eliminate ~~experts~~product defects. ~~Given~~For ~~that strategy~~example, ~~some~~we ofview ~~our~~strong ~~key~~Sarbanes-Oxley ~~directors~~compliance ~~may~~and ~~remain~~practices as financial quality-assurance systems. Our management team has worked personally for years on ~~the~~ ~~board~~developing ofand ~~the~~overseeing ~~combined~~strong ~~company~~corporate-level quality systems and quality culture development.

~~Although~~5. weInadequate ~~have~~planning ~~not~~often ~~selected any~~shows ~~business~~up ~~combination~~in ~~target,~~disappointing wepublic ~~are~~reports, ~~not~~for ~~prohibited~~example, ~~from~~as ~~pursuing~~late annew ~~initial~~product ~~business~~launches, ~~combination~~long ~~with~~product alead ~~company~~times, ~~that~~quarterly isrevenue ~~affiliated with~~misses ~~one~~and orunanticipated ~~more~~competitor ofsuccess. ~~our~~We ~~officers~~often orsee ~~directors.~~immature Incompanies ~~the~~plan ~~event~~poorly weor ~~seek~~even todo ~~complete~~no ~~our~~planning ~~initial~~in ~~business~~some ~~combination~~disciplines. ~~with~~While ~~an affiliated company,~~ we, orcertainly acannot ~~committee~~promise ~~of our independent directors, will obtain outside opinions~~ to ~~assess~~fix the ~~fairness~~list of ~~the~~maladies ~~combination~~above, ~~from~~we ancan ~~independent investment~~share ~~banking~~excellent ~~firm~~planning ~~that~~tools isin amultiple ~~member~~disciplines ofwith ~~FINRA or an independent accounting firm that commonly renders valuation opinions to ensure that~~ our ~~initial~~target ~~business combination is fair to our shareholders prior to their vote on our initial business combination~~companies.

~~Members~~We ofexpect ~~our~~to ~~management~~leverage the ~~team~~full ~~directly~~resources orof ~~indirectly own~~ our ~~common~~management ~~stock~~team ~~and may also own our private placement warrants. This may also lead~~ to ~~individual~~help ~~conflicts of~~optimize ~~interest when we determine whether a particular target~~ business isstrategies, ~~appropriate~~drive ~~for~~operational ~~our~~improvements ~~initial~~and ~~business~~cultivate ~~combination~~managerial ~~or when we choose~~talent ~~directors~~on ~~for~~behalf ~~the~~of ~~combined~~our ~~company. Any conflicts will be disclosed to shareholders prior to their vote on the~~ initial business combination.

Our ~~Investment~~Business ~~Criteria~~Process

WeThe ~~have~~mission ~~identified~~of the ~~following~~Williams ~~general~~Rowland ~~criteria~~Acquisition ~~and~~Corp. ~~guidelines~~is ~~that~~to weprovide ~~believe~~fundamental ~~are~~public ~~important~~investors inwith ~~evaluating~~early ~~prospective~~access ~~target~~to ~~businesses~~an attractive financial services business, asset management, FinTech or supporting technology, via a SPAC investment. WeAfter ~~will~~our ~~focus~~top-few ontarget ~~these~~companies ~~criteria~~are identified, we will analyze their business processes, systems, and ~~guidelines~~disciplines inrelative ~~evaluating~~to ~~acquisition~~what ~~opportunities~~we believe is required for stable and predictable performance. Then, ~~but~~if wethe ~~may~~target ~~decide~~desires to ~~enter~~combine, ~~into~~we will offer our ~~initial~~help, ~~business~~as ~~combination~~well ~~with~~as athe ~~target business~~help ~~that~~of ~~does~~our ~~not~~portfolio ~~meet~~companies ~~one~~that orhave ~~more~~agreed ~~these~~to ~~criteria~~share their ~~and~~best ~~guidelines~~practices.

7Finally, we will offer our target company consulting support from our internal and external experts. Given that strategy, some of our key directors may remain on the board of the combined company.

●Although ~~Companies~~we ~~that~~have ~~operate~~not inselected any ~~financial~~business ~~services~~combination target, ~~FinTech~~we orare ~~technology~~not ~~that~~prohibited ~~are~~from ~~ripe~~pursuing ~~for~~an ~~technological~~initial ~~disruption~~business combination with a company that is affiliated with one or ~~are~~more ~~currently~~of ~~undergoing~~our ~~fundamental~~officers ~~transformations~~or directors. WeIn ~~plan~~the event we seek to ~~identify~~complete ~~companies~~our ~~that~~initial ~~are~~business incombination ~~the~~with ~~process~~an ofaffiliated company, we, or ~~have~~a ~~significant~~committee ~~potential~~of our independent directors, will obtain outside opinions to ~~replace~~assess the fairness of the combination from an independent investment banking firm that is a ~~current~~member ~~solution~~of FINRA or ~~process~~an ~~with~~independent aaccounting ~~more~~firm ~~automated~~that ~~method.~~commonly Werenders ~~will~~valuation ~~seek~~opinions to ~~acquire~~ensure that aour initial business ~~that~~combination is ~~witnessing~~fair atto ~~least~~our ~~one~~shareholders orprior ~~more~~to ~~trends,~~their ~~mentioned~~vote ~~above~~on our initial business combination.

●Members ~~Companies~~of ~~with~~our anmanagement team ~~attractive~~directly or indirectly own our common stock and ~~defensible~~our ~~competitive~~private ~~position~~placement warrants. WeThis ~~will~~may ~~target~~also ~~companies~~lead ~~with~~to ~~defensible~~individual ~~market~~conflicts ~~positions~~of ~~that~~interest when we ~~believe~~determine ~~offer~~whether ~~long-term~~a ~~competitive~~particular ~~advantages.~~target ~~These~~business ~~could~~is ~~include~~appropriate ~~proprietary~~for ~~technology,~~our ainitial ~~leading~~business ~~product~~combination ~~suite,~~or ~~strong~~when ~~market~~we ~~share~~choose ordirectors for ~~actionable~~the ~~path~~combined tocompany. ~~gain~~Any ~~significant~~conflicts ~~market~~will ~~share~~be ordisclosed ~~creative~~to ~~use~~shareholders ofprior ~~existing~~to ~~technology~~their ~~that~~vote weon ~~believe~~the isinitial ~~enduring~~business ~~and unique~~combination.

●Our ~~Compelling~~Investment growth prospects. We view growth as an important driver of value and will seek companies whose growth potential can generate meaningful upside through both organic growth and meaningful opportunity for add-on acquisitions.Criteria

●We ~~Preference~~have ~~for~~identified ~~business~~the ~~models~~following general ~~with~~criteria ~~contractually~~and ~~recurring~~guidelines ~~revenue~~that we believe are important in evaluating prospective target businesses. We ~~may~~will focus on ~~companies~~these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with ~~subscription-based~~a ortarget business ~~otherwise~~that ~~recurring~~does ~~revenues~~not ~~under~~meet ~~multi-year~~one ~~contracts~~or more these criteria and guidelines.

● ~~High~~Companies ~~gross~~that ~~margins~~operate ~~and~~in ~~significant~~financial ~~operating~~services, ~~leverage~~FinTech or technology that are ripe for technological disruption or are currently undergoing fundamental transformations. We ~~will~~plan ~~seek~~ to ~~invest~~identify in companies that weare ~~believe~~in ~~possess~~the ~~not~~process ~~only~~of ~~proven~~or ~~business~~have ~~models~~significant ~~and~~potential ~~sustainable~~to ~~competitive~~replace ~~advantages,~~a ~~but~~current ~~also~~solution ~~inherently~~or ~~profitable~~process ~~unit~~with ~~economics~~a ~~that~~more automated method. We will ~~yield~~seek ~~significant~~to ~~economies~~acquire ofa ~~scale~~business ~~and~~that ~~expanding~~is ~~profit~~witnessing ~~margins~~at ~~with~~least ~~continued~~one ~~growth~~or more trends, mentioned above.

● ~~Low~~Companies ~~customer~~with ~~churn~~an attractive and ~~compelling~~defensible ~~customer~~competitive ~~acquisition~~position. ~~cost~~We ~~relative~~will totarget ~~lifetime~~companies ~~customer~~with ~~value.~~defensible Wemarket positions that we believe ~~the~~offer ~~best~~long-term ~~opportunities~~competitive ~~will~~advantages. beThese ~~companies,~~could ~~which~~include ~~have~~proprietary ~~demonstrated~~technology, ~~the~~a ~~ability~~leading toproduct ~~win~~suite, ~~new~~strong ~~customers~~market ~~cost~~share ~~effectively~~or ~~and~~actionable ~~retain~~path ~~them~~to ~~for~~gain ~~long~~significant ~~periods~~market ofshare ~~time,~~or ~~generating~~creative ause ~~compelling~~of ~~return~~existing ontechnology ~~investments~~that inwe ~~sales~~believe is enduring and ~~marketing~~unique.

● ~~Strong~~Compelling ~~management~~growth ~~teams~~prospects. We ~~will~~view ~~spend~~growth ~~significant~~as ~~time~~an ~~assessing~~important adriver ~~company’s~~of ~~leadership~~value and ~~evaluating~~will ~~what~~seek wecompanies ~~can~~whose dogrowth topotential ~~augment~~can ~~and/or~~generate ~~upgrade~~meaningful ~~the~~upside ~~team~~through ~~over~~both ~~time~~organic ifgrowth ~~needed. We have deep experience partnering with motivated, capable management teams~~ and ~~helps~~meaningful usopportunity ~~identify~~for aadd-on ~~quality target management team~~acquisitions.

● Accretive use of proceeds. We will seek investment opportunities where our capital will help fund growth, not just provide shareholder liquidity. We believe it is important that our transaction will help create shareholder value by funding the development of new products, increasing investment in sales and marketing or capacity expansion.6

● ~~Appropriate~~Preference ~~valuations.~~for Webusiness ~~will~~models ~~seek~~with tocontractually berecurring arevenue. ~~disciplined~~We ~~and~~may ~~valuation-centric~~focus ~~investor that will invest~~ on ~~terms~~companies ~~that~~with wesubscription-based ~~believe~~or ~~will~~otherwise ~~provide~~recurring ~~significant~~revenues ~~upside~~under ~~potential,~~multi-year ~~while limiting downside risk~~contracts.

● ~~Benefit~~High ~~from~~gross ~~being~~margins aand ~~public~~significant ~~company~~operating leverage. We ~~intend~~will seek to ~~pursue~~invest ain ~~business~~companies ~~combination with a company~~ that we believe ~~will~~possess ~~benefit~~not ~~from~~only ~~being~~proven ~~publicly~~business ~~traded~~models and ~~can~~sustainable ~~effectively~~competitive ~~utilize~~advantages, ~~the~~but ~~broader~~also ~~access~~inherently toprofitable ~~capital~~unit ~~and~~economics ~~public profile~~ that ~~are~~will ~~associated~~yield ~~with~~significant ~~being~~economies aof ~~publicly-traded~~scale ~~company,~~and ~~including potential for value-~~expanding ~~acquisitions~~profit ~~and~~margins ~~greater~~with ~~branding~~continued ~~in the marketplace~~growth.

~~These~~● ~~criteria~~Low ~~are~~customer ~~not~~churn ~~intended to~~and becompelling ~~exhaustive.~~customer ~~Any~~acquisition ~~evaluation~~cost ~~relating~~relative to ~~the~~lifetime ~~merits~~customer ofvalue. aWe ~~particular~~believe ~~initial~~the ~~business~~best ~~combination~~opportunities ~~may~~will be ~~based~~companies, towhich ~~the~~have ~~extent~~demonstrated ~~relevant, on~~the ~~these~~ability ~~general~~to ~~guidelines~~win asnew ~~well~~customers ascost ~~other~~effectively ~~considerations, factors~~ and ~~criteria~~retain ~~that~~them ~~our~~for ~~management~~long ~~may~~periods ~~deem~~of ~~relevant.~~time, Ingenerating ~~the~~a ~~event that we find an opportunity that has characteristics more~~ compelling toreturn uson ~~than~~investments ~~the~~in ~~characteristics~~sales ~~described~~and ~~above, we would pursue such opportunity~~marketing.

~~Our~~● ~~Acquisition~~Strong ~~Process~~management teams. We will spend significant time assessing a company’s leadership and evaluating what we can do to augment and/or upgrade the team over time if needed. We have deep experience partnering with motivated, capable management teams and helps us identify a quality target management team.

~~Our~~● ~~sponsor~~Accretive ~~believes~~use ~~that conducting~~of ~~comprehensive~~proceeds. ~~due~~We ~~diligence~~will onseek ~~prospective~~investment ~~investments~~opportunities iswhere ~~particularly~~our ~~important~~capital ~~within~~will ~~the~~help ~~financial~~fund ~~services~~growth, ~~and~~not ~~FinTech and~~just ~~technology~~provide ~~industries~~shareholder liquidity. InWe ~~evaluating~~believe ait ~~prospective~~is ~~initial~~important ~~business~~that ~~combination,~~our wetransaction ~~expect to conduct a thorough diligence review that~~ will ~~encompass,~~help ~~among~~create ~~other~~shareholder ~~things,~~value ~~meetings~~by ~~with~~funding ~~incumbent~~the ~~management~~development ~~and~~of ~~employees,~~new ~~document reviews~~products, ~~inspection~~increasing ofinvestment ~~facilities, financial~~in ~~analyses~~sales and ~~technology~~marketing ~~reviews,~~or ascapacity ~~well as a review of other information made available to us~~expansion.

8● Appropriate valuations. We will seek to be a disciplined and valuation-centric investor that will invest on terms that we believe will provide significant upside potential, while limiting downside risk.

We● ~~are~~Benefit ~~not prohibited~~ from ~~pursuing~~ anbeing ~~initial business combination with~~ a ~~company~~public ~~that is affiliated with our sponsor, our officers, or our directors, subject to certain approvals and consents~~company. InWe ~~the~~intend ~~event we seek~~ to ~~complete~~pursue ~~our~~a ~~initial~~ business combination with a company that iswe ~~affiliated with~~believe ~~our~~will ~~sponsor,~~benefit ~~officers~~from orbeing ~~directors,~~publicly ~~we,~~traded orand acan ~~committee~~effectively ofutilize ~~independent~~the ~~directors,~~broader ~~will~~access ~~obtain~~to ancapital ~~opinion~~and ~~from~~public anprofile ~~independent~~that ~~investment banking~~are ~~firm~~associated ~~that~~with isbeing a ~~member~~publicly-traded ofcompany, ~~FINRA~~including orpotential anfor ~~independent~~value-expanding ~~accounting~~acquisitions ~~firm~~and ~~that~~greater ~~our~~branding ~~initial~~in ~~business~~the ~~combination is fair to us from a financial point of view~~marketplace.

~~Members~~These ofcriteria ~~our~~are ~~management~~not intended ~~team~~to ~~directly~~be orexhaustive. ~~indirectly~~Any ~~own~~evaluation ~~our~~relating ~~securities~~to ~~and~~the ~~accordingly,~~merits ~~they may have a conflict~~ of ~~interest in determining whether~~ a particular ~~target~~ initial business iscombination anmay ~~appropriate~~be ~~business~~based, ~~with which~~ to ~~effectuate~~the ~~our~~extent ~~initial business combination. Further~~relevant, on ~~each~~these ofgeneral ~~our~~guidelines ~~officers~~as ~~and directors~~well ~~may~~as ~~have~~other aconsiderations, ~~conflict~~factors ofand ~~interest~~criteria ~~with~~that ~~respect~~our tomanagement ~~evaluating~~may adeem ~~particular~~relevant. ~~business~~In ~~combination if~~ the ~~retention or resignation~~event ofthat ~~any~~we ~~such~~find ~~officers~~an ~~and~~opportunity ~~directors~~that ~~was~~has ~~included~~characteristics bymore acompelling ~~target business as a condition~~ to ~~any~~us ~~agreement~~than ~~with~~the ~~respect~~characteristics todescribed ~~our~~above, ~~initial~~we ~~business~~would pursue ~~combination~~such opportunity.

WeOur ~~currently~~Acquisition do not have any specific targets for an initial business combination selected. None of our officers and directors, nor has anyone on their behalf contacted or had any discussions with possible target businesses in which they directly or indirectly proposed or encouraged a potential target to consider a possible combination with us. We have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction with any prospective target business.Process

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our ~~amended~~sponsor ~~and~~believes ~~restated certificate of incorporation will provide~~ that ~~we renounce our interest in any corporate opportunity~~ ~~offered~~conducting tocomprehensive ~~any~~due ~~director~~diligence oron ~~officer~~prospective ~~unless~~investments ~~(i) such opportunity~~ is ~~expressly~~particularly ~~offered~~important towithin ~~such~~the ~~person~~financial ~~solely~~services ~~in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally~~ and ~~contractually permitted to undertake and~~FinTech ~~would otherwise be reasonable for us to pursue~~ and ~~(iii) the~~technology ~~director or officer is permitted to refer the opportunity to us without violating another legal obligation~~industries. ~~Accordingly,~~In ifevaluating ~~any~~a ofprospective ~~our~~initial ~~officers or directors becomes aware of a~~ business combination, ~~opportunity which~~we isexpect ~~suitable for one or more entities~~ to ~~which~~conduct hea orthorough ~~she~~diligence ~~has~~review that ~~fiduciary~~will encompass, ~~contractual~~among or other ~~obligations or duties~~things, hemeetings orwith ~~she~~incumbent ~~will honor~~management ~~these obligations~~ and ~~duties~~employees, todocument ~~present such business combination opportunity to such entities first~~reviews, ~~and~~inspection ~~only~~of ~~present it to us~~facilities, iffinancial ~~such~~analyses ~~entities reject the opportunity~~ and hetechnology ~~or she determines to present the opportunity to us. We do not believe~~reviews, ~~however,~~as ~~that~~well ~~the fiduciary,~~as ~~contractual~~a orreview ~~other obligations or duties~~ of ~~our~~other ~~officers~~information ormade ~~directors~~available ~~will materially affect our ability~~ to ~~complete our initial business combination~~us.

~~Our~~We ~~sponsor~~are ~~and~~not ~~our~~prohibited ~~officers~~from ~~and~~pursuing ~~directors~~an ~~have~~initial ~~agreed~~business ~~not~~combination towith ~~participate~~a incompany ~~the~~that ~~formation~~is ~~of,~~affiliated orwith ~~become~~our ansponsor, ~~officer~~our officers, or ~~director~~our ofdirectors, ~~any~~subject to ~~other~~certain ~~special~~approvals ~~purpose~~and ~~acquisition company~~consents. ~~with~~In athe ~~class~~event ofwe ~~securities~~seek ~~registered~~to ~~under~~complete ~~the~~our ~~Securities~~initial ~~Exchange~~business ~~Act~~combination ofwith ~~1934,~~a ascompany ~~amended,~~that oris ~~the~~affiliated with ~~Exchange~~our ~~Act~~sponsor, ~~until~~officers weor ~~have entered~~directors, ~~into~~we, or a ~~definitive~~committee ~~agreement~~of ~~regarding~~independent ~~our~~directors, ~~initial~~will ~~business~~obtain ~~combination~~an oropinion wefrom ~~have~~an ~~failed~~independent toinvestment banking ~~complete~~firm ~~our~~that ~~initial~~is ~~business~~a ~~combination within~~member 18of ~~months~~FINRA ~~after~~or ~~the~~an ~~closing~~independent ofaccounting firm that our ~~IPO,~~initial asbusiness ~~such~~combination ~~may~~is befair ~~extended~~to byus ~~stockholder~~from ~~approval~~a financial point of view.

~~Initial~~Members ~~Business~~of ~~Combination~~our management team directly or indirectly own our securities and accordingly, they 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.

~~NYSE~~While ~~rules require that~~ we ~~must~~ ~~complete~~are ~~one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held~~ in ~~the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account)~~discussions atwith ~~the~~various ~~time~~parties ofregarding ~~our signing~~ a ~~definitive~~potential ~~agreement in connection with our initial~~ business combination., ~~Our~~we ~~board~~do ~~of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is~~ not ~~able~~have toany ~~independently determine~~letters ~~the fair market value~~ of ~~our~~intent ~~initial~~or business combination, ~~we will obtain an opinion from an independent investment banking~~agreements ~~firm that is a member of FINRA or an independent accounting firm~~ with ~~respect~~any tospecific ~~the~~targets ~~satisfaction~~for ~~of such criteria. While we consider it unlikely that our board of directors will not be able to make~~ an ~~independent determination of the fair market value of our~~ initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospectsselected.

9Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination.

We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.7

InOur ~~this~~sponsor ~~case,~~and weour ~~would acquire~~officers aand ~~100%~~directors ~~controlling~~have ~~interest~~agreed innot ~~the~~to ~~target.~~participate ~~However,~~in asthe aformation ~~result~~ of, ~~the~~or ~~issuance~~become ofan aofficer ~~substantial~~or ~~number~~director of ~~new shares~~, ~~our~~any ~~stockholders immediately~~other ~~prior~~special topurpose ~~our~~acquisition company ~~initial~~with ~~business combination could own less than~~ a ~~majority~~class of ~~our~~securities ~~outstanding~~registered ~~shares~~under ~~subsequent to our initial business combination. If less than 100% of~~ the ~~equity~~Securities ~~interests~~Exchange orAct ~~assets~~ of a1934, ~~target~~as ~~business~~amended, or ~~businesses are owned or acquired by~~ the ~~post-transaction~~Exchange ~~company~~Act, ~~the~~until ~~portion~~we ofhave entered ~~such business or businesses that is owned or acquired is what will be taken~~ into ~~account for~~a ~~purposes~~definitive ofagreement ~~the~~regarding ~~NYSE’s~~our ~~80% of net assets test. If the~~ initial business combination ~~involves~~or ~~more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and~~ we ~~will~~have ~~treat~~failed ~~the~~to ~~target~~complete ~~businesses~~our ~~together as the~~ initial business combination ~~for purposes of a tender offer or for seeking stockholder approval, as applicable~~.

~~Our~~Initial Business Combination ~~Process~~

InNYSE ~~evaluating~~American ~~prospective~~rules require that we must complete one or more business combinations, wehaving ~~expect~~an toaggregate ~~conduct~~fair amarket ~~thorough~~value ~~due~~of ~~diligence~~at ~~review~~least ~~process~~80% ~~that~~of ~~will~~the ~~encompass,~~value ~~among~~of ~~other~~the ~~things,~~assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a ~~review~~definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of ~~historical~~our ~~and~~initial ~~projected~~business ~~financial~~combination. ~~and~~If ~~operating~~our ~~data~~board of directors is not able to independently determine the fair market value of our initial business combination, ~~meetings~~we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with ~~management~~respect ~~and~~to ~~their~~the ~~advisors~~satisfaction ~~(if~~of ~~applicable),~~such ~~on-site~~criteria. ~~inspection~~While we consider it unlikely that our board of ~~facilities~~directors ~~and~~will ~~assets~~not be able to make an independent determination of the fair market value of our initial business combination, ~~discussion~~it may be unable to do so if it is less familiar or experienced with ~~customers~~the ~~and~~business ~~suppliers,~~of ~~legal~~a ~~reviews~~particular ~~and~~target ~~other~~or ~~reviews~~if there is a significant amount of uncertainty as weto ~~deem~~the ~~appropriate~~value of a target’s assets or prospects.

We ~~are~~anticipate ~~not prohibited from~~structuring ~~pursuing~~ our initial business combination ~~with~~either (i) in such a ~~company~~way so that isthe ~~affiliated~~post-transaction ~~with~~company in which our ~~sponsor,~~public ~~officers~~stockholders own shares will own or ~~directors.~~acquire In100% of the ~~event~~equity ~~we seek~~interests toor ~~complete~~assets ~~our~~of ~~initial~~the target business ~~combination~~or ~~with~~businesses, or (ii) in such a ~~company~~way so that isthe ~~affiliated~~post-transaction ~~with~~company ~~our~~owns ~~sponsor,~~or ~~officers~~acquires orless ~~directors,~~than ~~we,~~100% of such interests or aassets of the target business in order to meet ~~committee~~certain objectives of ~~independent~~the ~~directors~~target management team or stockholders, or for other reasons. However, we will ~~obtain~~only complete an ~~opinion~~initial ~~from~~business combination anif ~~independent~~the ~~investment~~post-transaction ~~banking~~company ~~firm~~owns ~~that~~or isacquires a50% ~~member~~or more of ~~FINRA~~the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment ~~independent~~Company ~~accounting~~Act ~~firm~~of ~~that~~1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination ismay ~~fair~~collectively toown ~~our~~a minority interest in the post-transaction company, ~~from~~depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a ~~financial~~transaction ~~point~~in which we issue a substantial number of ~~view~~new shares in exchange for all of the outstanding capital stock of a target.

~~Each~~In ofthis ~~our~~case, ~~officers~~we ~~and~~would ~~directors~~acquire ~~presently~~a ~~has,~~100% ~~and~~controlling ~~any~~interest ~~of them~~ in the ~~future~~target. ~~may have additional~~However, ~~fiduciary~~as ora ~~contractual~~result ~~obligations~~of tothe ~~other~~issuance ~~entities~~of ~~pursuant~~a ~~to which~~substantial ~~such~~number ~~officer~~of ornew ~~director~~shares, isour orstockholders immediately ~~will~~prior ~~be required~~ to ~~present~~our ainitial business combination ~~opportunity.~~could ~~Accordingly,~~own ifless ~~any~~than a majority of our ~~officers or~~outstanding ~~directors~~shares ~~becomes~~subsequent ~~aware~~to ofour a initial business combination. ~~opportunity,~~If ~~which~~less isthan ~~suitable~~100% ~~for~~of anthe ~~entity~~equity tointerests ~~which he~~ or ~~she~~assets ~~has~~of ~~then-current fiduciary~~a ortarget ~~contractual~~business ~~obligations to present the opportunity to such entity, he~~ or ~~she~~businesses ~~will~~are ~~honor~~owned ~~his~~ or ~~her~~acquired ~~fiduciary or contractual~~by ~~obligations~~the topost-transaction ~~present~~company, ~~such~~the ~~opportunity~~portion toof such ~~entity.~~business Weor ~~believe,~~businesses ~~however,~~ that ~~the~~is ~~fiduciary~~owned ~~duties~~ or ~~contractual~~acquired ~~obligations~~is ~~of our~~what ~~officers or directors~~ will ~~not~~be ~~materially~~taken ~~affect~~into ~~our~~account for ~~ability~~purposes toof ~~complete~~the ~~our~~NYSE ~~initial~~American’s ~~business~~80% ~~combination. Our amended and restated certificate~~ of ~~incorporation~~net ~~will~~assets ~~provide~~test. ~~that~~If wethe ~~renounce~~initial ~~our~~business ~~interest~~combination ininvolves ~~any~~more ~~corporate~~than ~~opportunity~~one ~~offered~~target ~~to any director or officer~~business, ~~unless~~the ~~such~~80% ~~opportunity~~of isnet ~~expressly~~assets ~~offered~~test towill ~~such~~be ~~person~~based ~~solely~~on inthe ~~his~~aggregate orvalue ~~her~~of ~~capacity~~all ~~as a director or officer~~ of ~~our~~the ~~company~~transactions and ~~such~~ ~~opportunity is one~~ we ~~are~~will ~~legally~~treat ~~and~~the ~~contractually~~target ~~permitted~~businesses totogether as ~~undertake~~the ~~and~~initial ~~would~~business ~~otherwise~~combination ~~be reasonable~~ for uspurposes toof ~~pursue,~~a ~~and to~~tender ~~the~~offer ~~extent the director~~ or ~~officer~~for isseeking ~~permitted~~stockholder toapproval, ~~refer~~as ~~that opportunity to us without violating another legal obligation~~applicable.

Our ~~sponsor~~Business ~~and~~Combination our officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 18 months after the closing of our IPO, as such may be extended by stockholder approval.Process

10In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate.

~~Corporate~~We ~~Information~~are not prohibited from pursuing our initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

~~Our~~Each ~~executive~~of ~~offices~~our ~~are~~officers and ~~located~~directors atpresently ~~450~~has, ~~Post~~and ~~Road~~any ~~East,~~of ~~Suite~~them ~~120,~~in ~~Westport,~~the CTfuture ~~06880~~may ~~and~~have ~~our~~additional, ~~telephone~~fiduciary ~~number~~or iscontractual ~~(203)~~obligations ~~353-7600.~~to Weother ~~are~~entities anpursuant to ~~“emerging~~which ~~growth company,”~~such asofficer ~~defined~~or indirector ~~Section 2(a)~~is ofor ~~the~~will ~~Securities~~be ~~Act~~required ofto ~~1933,~~present asa ~~amended~~business ~~(the~~combination ~~“Securities~~opportunity. ~~Act”)~~Accordingly, asif ~~modified by~~any ~~the~~of ~~Jumpstart~~our ~~Our~~officers or ~~Business~~directors ~~Startups~~becomes ~~Act~~aware of ~~2012,~~a orbusiness ~~the~~combination ~~JOBS~~opportunity, ~~Act.~~which Asis ~~such,~~suitable wefor ~~are~~an ~~eligible~~entity to ~~take~~which ~~advantage~~he ofor ~~certain~~she ~~exemptions~~has then-current ~~from~~fiduciary ~~various~~or ~~reporting~~contractual ~~requirements~~obligations ~~that~~to ~~are~~present ~~applicable~~the opportunity to ~~other~~such ~~public~~entity, ~~companies~~he ~~that~~or ~~are~~she ~~not~~will ~~emerging~~honor ~~growth~~his ~~companies~~or ~~including,~~her ~~but not~~fiduciary ~~limited~~or contractual obligations to, ~~not~~present ~~being~~such ~~required~~opportunity to ~~comply~~such ~~with~~entity. ~~the~~We ~~auditor~~believe, ~~attestation~~however, ~~requirements~~that ofthe ~~Section 404~~fiduciary ofduties ~~the~~or ~~Sarbanes-Oxley~~contractual ~~Act~~ obligations of our ~~2002,~~officers or ~~the~~directors ~~Sarbanes-Oxley~~will ~~Act,~~not ~~reduced~~materially ~~disclosure~~affect ~~obligations~~our ~~regarding~~ability ~~executive~~to ~~compensation~~complete in our ~~periodic~~initial ~~reports~~business ~~and~~combination. ~~proxy statements,~~Our amended and ~~exemptions~~restated certificate ~~from~~of ~~the~~incorporation ~~requirements~~will ofprovide ~~holding~~that awe ~~non-binding~~renounce ~~advisory~~our ~~vote~~interest onin ~~executive~~any ~~compensation~~corporate ~~and~~opportunity ~~stockholder~~offered ~~approval of~~to any ~~golden~~director ~~parachute~~or ~~payments~~officer unless ~~not~~such ~~previously~~opportunity ~~approved.~~is Ifexpressly ~~some~~offered ~~investors~~to ~~find~~such ~~our~~person ~~securities~~solely ~~less~~in ~~attractive~~his or her capacity as a ~~result,~~director ~~there~~or ~~may~~officer of our company and besuch aopportunity ~~less~~is ~~active~~one ~~trading~~we ~~market~~are legally and contractually permitted to undertake and would otherwise be reasonable for ~~our~~us ~~securities~~to pursue, and to the ~~prices~~extent ofthe ~~our~~director ~~securities~~or ~~may~~officer beis ~~more~~permitted ~~volatile~~to refer that opportunity to us without violating another legal obligation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.8

WeCorporate will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.Information

~~Additionally~~Our executive offices are located at 450 Post Road East, weSuite 120, Westport, CT 06880 and our telephone number is (203) 353-7600. We are aan “~~smaller reporting~~emerging growth company,” as defined in ~~Rule~~Section 102(fa) of the Securities Act of 1933, as amended (1the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of ~~Regulation~~2012, ~~S-K~~or the JOBS Act. ~~Smaller~~As ~~reporting~~such, ~~companies~~we ~~may~~are eligible to take advantage of certain exemptions ~~reduced~~from ~~disclosure~~various ~~obligations,~~reporting ~~including,~~requirements ~~among~~that ~~other~~are ~~things,~~applicable ~~providing~~to ~~only~~other ~~two~~public ~~years~~companies ofthat ~~audited~~are ~~financial~~not ~~statements.~~emerging Wegrowth ~~will~~companies ~~remain~~including, but anot ~~smaller~~limited ~~reporting~~to, ~~company~~not ~~until~~being required to comply with the ~~last~~auditor ~~day~~attestation requirements of Section 404 of the ~~fiscal~~Sarbanes-Oxley ~~year~~Act of in2002, ~~which~~or ~~(1)~~ the ~~market~~Sarbanes-Oxley ~~value~~Act, ofreduced ~~our~~disclosure ~~common~~obligations ~~stock~~regarding ~~held~~executive bycompensation ~~non-affiliates~~in our periodic reports and proxy ~~equals~~statements, orand ~~exceeds~~exemptions ~~$250~~from ~~million~~the asrequirements of ~~the~~holding ~~prior~~a ~~June~~non-binding ~~30th,~~advisory orvote ~~(2) our~~on ~~annual~~executive ~~revenues~~compensation ~~equal~~and orstockholder ~~exceed~~approval of ~~$100~~any ~~million~~golden ~~during~~parachute ~~such~~payments ~~completed fiscal~~not ~~year~~previously ~~and~~approved. ~~the~~If ~~market~~some ~~value~~investors offind our ~~common~~securities ~~stock~~less ~~held~~attractive byas ~~non-affiliates~~a ~~equals~~result, orthere ~~exceeds~~may be ~~$700~~a ~~million~~less asactive oftrading market for our securities and the ~~prior~~prices ~~June~~of 30our securities may be more volatile.

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

~~With~~We ~~funds~~will ~~available~~remain ~~for~~ an ~~initial~~emerging growth ~~business~~company ~~combination~~until ~~initially in~~ the ~~amount~~ earlier of ~~$226,550,000~~ (~~assuming~~1) the nolast ~~redemptions~~day ~~before non-reimbursable fees and expenses associated with our initial business combination but after payment~~ of ~~$8,050,000~~the offiscal ~~deferred~~year ~~underwriting fees~~(a), following wethe ~~offer~~fifth aanniversary ~~target business a variety~~ of ~~options~~the ~~such as creating a liquidity~~completion ~~event~~of ~~for~~our ~~its owners~~IPO, ~~providing~~(b) in ~~capital~~which ~~for~~we ~~the~~have ~~potential~~total ~~growth~~annual ~~and~~gross ~~expansion~~revenue of ~~its~~at ~~operations~~least or$1.235 ~~strengthening~~billion, ~~its balance sheet by reducing its debt~~ or ~~leverage~~(c) in ~~ratio.~~which ~~Because~~ we are ~~able~~deemed to ~~complete~~be a ~~our~~large ~~initial~~accelerated ~~business combination using our cash~~filer, ~~debt~~which ormeans ~~equity~~the ~~securities, or~~market avalue ~~combination~~ of ~~the~~our ~~foregoing,~~common westock ~~have~~that ~~the~~is ~~flexibility~~held toby ~~use~~non-affiliates ~~the~~exceeds ~~most~~$700 ~~efficient~~million ~~combination~~as ~~that~~of the ~~will~~prior ~~allow~~June us30, toand ~~tailor~~ (2) the ~~consideration to~~date beon ~~paid~~which towe ~~the~~have ~~target~~issued ~~business~~more tothan ~~fit~~$1.0 ~~its~~billion ~~needs~~in ~~and~~non-convertible ~~desires.~~debt ~~However,~~securities weduring ~~have~~the prior ~~not~~three-year ~~taken~~period. ~~any~~References ~~steps~~herein to ~~secure~~emerging ~~third~~growth ~~party~~company ~~financing~~will ~~and there~~have ~~can~~the bemeaning noassociated ~~assurance~~with it ~~will~~in bethe ~~available~~JOBS ~~to us~~Act.

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

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

11With funds available for an initial business combination as of December 31, 2022 in the amount of $27,852,882 (assuming no redemptions before non-reimbursable fees and expenses associated with our initial business combination but after payment of $8,050,000 of deferred underwriting fees), 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 its operations or strengthening its balance sheet by reducing its debt or leverage 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 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.

IfEffecting ~~our~~Our ~~initial~~Initial ~~business~~Business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our 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.Combination

We ~~may~~are ~~seek~~not topresently ~~raise additional~~engaged ~~funds through a private offering of debt or equity securities~~ in ~~connection with the completion of our initial business combination~~, and we ~~may~~will ~~effectuate~~not ~~our~~engage ~~initial~~in, ~~business~~any ~~combination~~operations ~~using~~for ~~the~~an ~~proceeds~~indefinite period of ~~such~~time ~~offering~~following ~~rather than using~~ the ~~amounts held in the trust account~~IPO. InWe ~~addition, we~~ intend to ~~target~~effectuate ~~businesses~~our ~~larger~~initial business ~~than~~combination weusing ~~could~~cash ~~acquire~~from ~~with~~ the ~~net~~ proceeds from ~~the~~our IPO and the ~~sale~~ private placement of the private placement warrants, ~~and~~the ~~may~~proceeds of asthe asale ~~result~~of beour ~~required~~shares toin ~~seek~~connection ~~additional~~with ~~financing~~our ~~to complete such proposed~~ initial business combination. ~~Subject~~(pursuant to ~~compliance~~backstop ~~with~~agreements ~~applicable securities laws,~~ we ~~would~~may ~~expect~~enter tointo ~~complete such financing only simultaneously with~~following the ~~completion~~consummation of ~~our~~this ~~initial~~offering ~~business~~or ~~combination.~~otherwise), Inshares issued to the ~~case~~owners of anthe ~~initial~~target, ~~business~~debt ~~combination~~issued ~~funded~~to ~~with~~bank ~~assets~~or other ~~than~~lenders ~~the trust account assets, our proxy materials~~ or ~~tender offer documents disclosing~~ the ~~initial business combination would disclose the terms~~ owners of the ~~financing and~~target, ~~only~~or ifa ~~required~~combination ~~by law, we would seek stockholder approval~~ of ~~such~~the ~~financing~~foregoing. ~~There~~We ~~are~~may noseek ~~prohibitions on our ability~~ to ~~raise~~complete ~~funds privately or through loans in connection with~~ our initial business combination. Atwith ~~this~~a ~~time,~~company weor ~~are~~business that ~~not~~may abe ~~party to~~financially ~~any~~unstable ~~arrangement~~ or ~~understanding~~in ~~with~~its ~~any~~early ~~third~~stages ~~party~~of ~~with~~development ~~respect~~or togrowth, ~~raising~~which ~~any~~would ~~additional~~subject ~~funds~~us ~~through~~to the ~~sale~~numerous ofrisks ~~securities~~inherent orin ~~otherwise~~such companies and businesses.

WeIf ~~anticipate that target business candidates will be brought to~~ our ~~attention~~initial from various unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Form 10-K and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their affiliates, may also bring to our attention target business ~~candidates that they become aware of through their~~ ~~business~~combination ~~contacts~~is aspaid afor ~~result~~using ofequity ~~formal~~ or ~~informal~~debt ~~inquiries or discussions they may have~~securities, ~~as well as attending trade shows~~ or ~~conventions. In~~not ~~addition,~~all ~~we expect to receive a number~~ of ~~proprietary~~the ~~deal~~funds ~~flow~~released ~~opportunities~~from ~~that~~the ~~would~~trust ~~not~~account ~~otherwise~~are ~~necessarily~~used befor ~~available to~~payment ~~us as a result~~ of the ~~business~~consideration ~~relationships~~in ofconnection ~~our~~with ~~officers and directors and~~ our ~~sponsor~~initial ~~and their respective industry and~~ business ~~contacts~~ ascombination ~~well~~or asused ~~their~~for ~~affiliates.~~redemptions ~~While we do not presently anticipate engaging the services~~ of ~~professional~~our ~~firms~~common ~~or other individuals that specialize in business acquisitions on any formal basis~~stock, we may ~~engage~~apply ~~these firms or other individuals in~~ the ~~future, in which~~ ~~event~~balance ~~we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms~~ of the ~~transaction.~~cash Wereleased ~~will engage a finder only~~ to ~~the extent our management determines that the use of a finder may bring opportunities to~~ us ~~that~~from may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the ~~funds held in the~~ trust account. Infor nogeneral ~~event,~~corporate ~~however~~purposes, ~~will~~including ~~our sponsor~~for ormaintenance ~~any of our existing officers~~ or ~~directors,~~expansion ~~or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect~~ of ~~any payment of a loan or other compensation by the company prior to, or in connection~~operations ~~with any services rendered for any services they render in order to effectuate, the completion~~ of ~~our initial business combination (regardless of~~ the ~~type of~~ post-transaction ~~that it is). None of our sponsor~~company, ~~executive~~the ~~officers~~payment ~~or directors, or any~~ of ~~their~~principal ~~respective affiliates, will be allowed to receive any compensation, finder’s fees~~ or ~~consulting~~interest ~~fees~~due ~~from~~on aindebtedness ~~prospective~~incurred ~~business combination target~~ in ~~connection~~ ~~with~~completing aour ~~contemplated~~ initial business combination~~. We have agreed to pay an affiliate of our sponsor a total of $10~~,~~000~~ ~~per month for office space, utilities and secretarial and administrative support and~~ to ~~reimburse~~fund our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the ~~post-transaction~~purchase ~~company following our initial business combination. The presence or absence~~ of ~~any~~other ~~such~~companies ~~fees~~ or ~~arrangements~~for ~~will~~working ~~not be used as a criterion in our selection process of an initial business combination candidate~~capital.

129

We ~~are~~may ~~not~~seek ~~prohibited~~to ~~from~~raise additional ~~pursuing~~funds anthrough ~~initial~~a ~~business~~private ~~combination~~offering ~~with~~of adebt ~~company~~or ~~that~~equity issecurities ~~affiliated~~in connection with ~~our~~the ~~sponsor,~~completion ~~executive~~of ~~officers~~our orinitial ~~directors~~business combination, and orwe ~~making the~~may ~~acquisition~~effectuate ~~through~~our ainitial ~~joint~~business ~~venture~~combination orusing ~~other~~the ~~form~~proceeds of ~~shared~~such ~~ownership~~offering ~~with~~rather ~~our~~than ~~sponsor,~~using ~~executive~~the ~~officers~~amounts orheld ~~directors~~in the trust account. In addition, we intend to target businesses larger than we could acquire with the ~~event~~net proceeds from the IPO and the sale weof the private placement warrants, and may as a result be required to seek additional financing to complete ansuch proposed initial business combination. Subject to compliance with aapplicable ~~target~~securities ~~that~~laws, iswe ~~affiliated~~would expect to complete such financing only simultaneously with the completion of our ~~sponsor,~~initial ~~executive~~business ~~officers~~combination. orIn ~~directors,~~the case of an initial business combination funded with assets other than the wetrust account assets, our proxy materials or atender ~~committee~~offer ofdocuments ~~independent~~disclosing ~~directors,~~the initial business combination would ~~obtain~~disclose anthe ~~opinion~~terms of ~~from~~the anfinancing ~~independent~~and, ~~investment~~only ~~banking~~if ~~firm~~required ~~hat~~by islaw, awe ~~member~~would seek stockholder approval of ~~FINRA~~such financing. There are no prohibitions on our orability ato ~~qualified~~raise ~~independent~~funds ~~accounting~~privately ~~firm~~or ~~that~~through ~~such~~loans anin connection with our initial business combination. isAt ~~fair~~this totime, ~~our~~we ~~company~~are ~~from~~not a ~~financial~~party to ~~point~~any ~~of view.~~arrangement Weor ~~are~~understanding ~~not~~with ~~required~~any tothird ~~obtain~~party ~~such~~with anrespect ~~opinion~~to inraising any ~~other~~additional ~~context~~funds through the sale of securities or otherwise.

AsWe ~~more~~anticipate ~~fully~~that ~~discussed~~target business incandidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. ~~the~~Target ~~section~~businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Form 10-K ~~entitled~~and ~~“Management —~~know ~~Conflicts~~what types of ~~Interest,”~~businesses ifwe ~~any~~are oftargeting. ~~our~~Our officers orand directors, as well ~~becomes~~as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware of anthrough ~~initial~~ their business ~~combination~~contacts ~~opportunity~~as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that ~~falls~~would ~~within~~not otherwise necessarily be available to us as a result of the ~~line~~business relationships of our officers and directors and our sponsor and their respective industry and business contacts as well as their affiliates. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any ~~entity~~formal tobasis, ~~which~~we hemay engage these firms or ~~she~~other individuals in the future, in which ~~has~~event ~~pre-existing~~we ~~fiduciary~~may orpay ~~contractual~~a ~~obligations~~finder’s fee, heconsulting fee, advisory fee or ~~she~~other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be ~~required~~available to ~~present~~us ~~such~~or ~~business~~if ~~combination~~finders ~~opportunity~~approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, ~~presenting~~or ~~such~~in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination ~~opportunity~~(regardless of the type of transaction that it is). None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to usreceive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination. ~~Our~~We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors ~~currently~~may ~~have~~enter ~~certain~~into employment ~~relevant~~or consulting agreements with the post-transaction company following our initial business combination. The presence or absence ~~fiduciary~~of ~~duties~~any such fees or ~~contractual~~arrangements ~~obligations~~will ~~that~~not ~~may~~be ~~take~~used ~~priority~~as ~~over~~a ~~their~~criterion ~~duties~~in toour usselection process of an initial business combination candidate.

~~Selection~~We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a ~~Target~~target ~~Business~~that ~~and~~is ~~Structuring~~affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm hat is a member of FINRA or a qualified independent accounting firm that such an initial business combination is fair to our ~~Initial~~company ~~Business~~from a financial point of ~~Combination~~view. We are not required to obtain such an opinion in any other context.

~~NYSE~~As ~~rules require that we must complete one or~~ more ~~business~~fully ~~combinations having an aggregate fair market value of at least 80% of the value of the assets held~~discussed in the ~~trust~~section ~~account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time~~ of ~~our~~this ~~signing~~Form a10-K ~~definitive~~entitled ~~agreement~~“Management — inConflicts ~~connection with our initial business combination. The fair market value~~ of ~~our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community~~Interest,” ~~such~~if asany ~~discounted cash flow valuation, a valuation based on trading multiples~~ of ~~comparable~~our ~~public~~officers ~~businesses~~ or ~~a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of~~ directors ~~is not able to independently~~ ~~determine~~becomes ~~the~~aware ~~fair market value~~ of ~~our~~an initial business combination, weopportunity ~~will obtain an opinion from an independent investment banking firm~~ that isfalls awithin ~~member of FINRA or an independent accounting firm with respect to~~ the ~~satisfaction~~line of ~~such~~business ~~criteria. While we consider it unlikely that our board~~ of ~~directors~~any ~~will~~entity ~~not be able~~ to ~~make~~which anhe ~~independent~~or ~~determination~~she has ofpre-existing ~~the~~fiduciary ~~fair~~or ~~market~~contractual ~~value~~obligations, ofhe ~~our~~or ~~initial business~~she ~~combination, it~~ may be ~~unable~~required to dopresent sosuch ~~if it is less familiar or experienced with the~~ business ofcombination aopportunity ~~particular target or if~~to ~~there~~such isentity aprior ~~significant amount of uncertainty as~~ to ~~the~~presenting ~~value~~such ofbusiness acombination ~~target’s~~opportunity ~~assets or prospects. We do not intend~~ to ~~purchase multiple businesses in unrelated industries in conjunction with our initial business combination~~us. ~~Subject~~Our toofficers ~~this~~and ~~requirement,~~directors ~~our~~currently ~~management will~~ have ~~virtually~~certain ~~unrestricted~~relevant fiduciary ~~flexibility~~duties ~~in identifying and selecting one~~ or ~~more~~contractual ~~prospective~~obligations ~~target~~that ~~businesses,~~may ~~although~~take wepriority ~~will not~~over betheir ~~permitted~~duties to ~~effectuate our initial business combination with another blank check company or a similar company with nominal operations~~us.

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 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 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 taken into account for purposes of the NYSE’s 80% of net assets test. There is no basis for investors in to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.10

ToSelection ~~the~~of ~~extent we effect our initial business combination with~~ a ~~company~~Target orBusiness ~~business~~and ~~that~~Structuring ~~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~~Initial ~~will endeavor to evaluate the risks~~Business ~~inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.~~Combination

InNYSE ~~evaluating~~American arules ~~prospective~~require that we must complete one or more business ~~target,~~combinations wehaving ~~expect~~an toaggregate ~~conduct~~fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a ~~thorough~~definitive ~~due~~agreement ~~diligence~~in ~~review~~connection with our initial business combination. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, ~~which~~such ~~may~~as ~~encompass~~discounted cash flow valuation, ~~among~~a ~~other~~valuation ~~things~~based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination, ~~meetings~~we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with ~~incumbent~~respect to the satisfaction of such criteria. While we consider ~~management~~it ~~and~~unlikely ~~employees,~~that ~~document~~our ~~reviews,~~board ~~interviews~~of directors will not be able to make an independent determination of ~~customers~~the ~~and~~fair ~~suppliers,~~market ~~inspection~~value of ~~facilities~~our initial business combination, asit ~~well~~may asbe unable to do so if it is less familiar or experienced with the business of a ~~review~~particular target or if there is a significant amount of ~~financial~~uncertainty as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and ~~other~~selecting ~~information~~one ~~that~~or more prospective target businesses, although we will not be ~~made~~permitted ~~available~~ to useffectuate our initial business combination with another blank check company or a similar company with nominal operations.

13In 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 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 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 taken into account for purposes of the NYSE American’s 80% of net assets test. There is no basis for investors in to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

~~The~~To ~~time~~the ~~required~~extent towe ~~select~~effect ~~and evaluate a target business and to structure and complete~~ our initial business combination, ~~and~~with ~~the~~a ~~costs~~company ~~associated~~or ~~with~~business ~~this~~that ~~process, are~~may ~~not~~be ~~currently~~financially ~~ascertainable~~unstable ~~with~~or ~~any~~in ~~degree~~its early stages of ~~certainty.~~development ~~Any~~or growth ~~costs~~we ~~incurred~~may ~~with~~be ~~respect~~affected toby ~~the~~numerous ~~identification~~risks ~~and~~inherent ~~evaluation~~in ~~of a~~such ~~prospective~~company ~~target~~or business. ~~with~~Although ~~which~~ our ~~initial~~management ~~business~~will ~~combination~~endeavor isto ~~not~~evaluate ~~ultimately~~the risks ~~completed~~inherent ~~will~~in ~~result~~a inparticular ~~our~~target ~~incurring~~business, ~~losses and~~we ~~will~~cannot ~~reduce~~assure ~~the~~you ~~funds~~that we ~~can~~will ~~use~~properly toascertain ~~complete~~or ~~another~~assess ~~business~~all ~~combination~~significant risk factors.

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

~~For~~The antime ~~indefinite~~required ~~period~~to ofselect ~~time~~and ~~after~~evaluate ~~the~~a ~~completion~~target ~~of our initial~~ business ~~combination,~~and ~~the~~to ~~prospects~~structure ~~for~~and complete our ~~success~~initial ~~may depend entirely on the future performance of a single~~ business. ~~Unlike~~combination, ~~other~~and ~~entities that have~~ the ~~resources~~costs toassociated ~~complete business combinations~~ with ~~multiple~~this ~~entities~~process, are innot ~~one~~currently ~~or several~~ascertainable ~~industries,~~with itany isdegree ~~probable~~of ~~that~~certainty. weAny ~~will~~costs ~~not~~incurred ~~have~~with ~~the~~respect ~~resources~~ to ~~diversify~~the ~~our~~identification ~~operations~~ and ~~mitigate~~evaluation ~~the risks~~ of ~~being in~~ a ~~single~~prospective ~~line~~target of business. Inwith ~~addition,~~which ~~we intend to focus~~ our ~~search for an~~ initial business combination inis anot ~~single~~ultimately ~~industry.~~completed Bywill ~~completing~~ result in our ~~initial~~incurring ~~business~~losses and ~~combination~~will ~~with~~reduce ~~only~~the afunds ~~single~~we ~~entity,~~can ~~our~~use ~~lack~~to ofcomplete ~~diversification~~another ~~may:~~business combination.

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

●For ~~cause~~an usindefinite toperiod of time after the completion of our initial business combination, the prospects for our success may depend entirely on the ~~marketing~~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 ~~sale~~mitigate the risks of being in a single ~~product~~line orof ~~limited~~business. ~~number~~In ofaddition, ~~products~~we orintend ~~services~~to focus our search for an initial business combination in a single industry. By completing our initial business combination with only a single entity, our lack of diversification may:

~~Limited~~● ~~Ability~~subject us to ~~Evaluate~~negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the ~~Target’s~~particular ~~Management~~industry ~~Team~~in which we operate after our initial business combination, and

~~Although~~● wecause ~~intend~~us to ~~closely scrutinize~~depend ~~the~~on ~~management of a prospective target business when evaluating~~ the ~~desirability~~marketing ofand ~~effecting~~sale ~~our initial business combination with that business, our assessment~~ of ~~the target business’ management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage~~ a ~~public~~single ~~company.~~product Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or ~~more~~limited ofnumber ~~our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any~~ of ~~them~~products ~~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~~services.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.11

~~Following~~Limited anAbility ~~initial business combination, we may seek~~ to ~~recruit~~Evaluate ~~additional managers to supplement~~ the ~~incumbent~~Target’s ~~management~~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.Team

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

We ~~may~~cannot ~~conduct~~assure ~~redemptions~~you that ~~without~~any ~~a stockholder vote pursuant to the tender offer rules~~ of ~~the~~our ~~SEC.~~key ~~However,~~personnel we will ~~seek~~remain ~~stockholder~~in ~~approval~~senior ifmanagement ~~it is required by law~~ or ~~applicable~~advisory ~~stock~~positions ~~exchange~~with ~~rule,~~the orcombined wecompany. ~~may~~The ~~decide~~determination as to ~~seek~~whether any ~~stockholder~~of ~~approval~~our ~~for~~key ~~business~~personnel orwill ~~other~~remain ~~legal~~with ~~reasons. Presented in~~ the ~~table~~combined ~~below~~company iswill abe ~~graphic~~made ~~explanation~~at of the ~~types~~time of our initial business ~~combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction~~combination.

14Following an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~Type~~Stockholders ofMay ~~Transaction~~Not ~~Whether~~Have ~~Stockholder Approval is Required Purchase of assets No Purchase of stock of target not involving a merger with~~ the ~~company~~Ability Noto ~~Merger~~Approve ofOur ~~target~~Initial ~~into a subsidiary of the company No Merger of the company with a target Yes~~Business Combination

~~Under~~We ~~the~~may ~~NYSE’s~~conduct ~~listing~~redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval ~~would~~if beit is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for ~~our~~business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business ~~combination~~combinations ~~if,~~we may consider and whether stockholder approval is currently required under Delaware law for ~~example:~~each such transaction.

●Type weof ~~issue~~Transaction ~~shares~~Whether Stockholder Approval is Required Purchase of ~~common~~assets No Purchase of stock ~~that~~of ~~will~~target benot ~~equal~~involving toa ormerger inwith ~~excess~~the company No Merger of ~~20%~~target into a subsidiary of the ~~number~~company ofNo ~~shares~~Merger of ~~our~~the ~~common~~company ~~stock~~with ~~then~~a ~~outstanding;~~target Yes

●Under ~~any~~the ~~of our directors, officers or substantial stockholders (as defined by~~ NYSE ~~rules)~~American’s listing ~~has a 5% or greater interest (or such persons collectively have a 10% or greater interest)~~rules, ~~directly~~stockholder orapproval ~~indirectly,~~would ~~in the target business or assets to~~ be ~~acquired~~required orfor ~~otherwise~~our ~~and~~initial ~~the~~business ~~present~~combination orif, ~~potential~~for ~~issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or~~example:

● ~~the~~we ~~issuance~~issue orshares ~~potential issuance~~ of common stock that will ~~result~~be equal to or in ~~our~~excess ~~undergoing~~of a20% ~~change~~of the number of ~~control.~~shares of our common stock then outstanding;

~~Permitted~~● ~~Purchases~~any of our ~~Securities~~directors, officers or substantial stockholders (as defined by NYSE American rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

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~~issuance ~~offer rules, our initial stockholders, directors, officers, advisors~~ or ~~their~~potential ~~affiliates~~issuance ~~may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion~~ of ~~our~~common ~~initial~~stock business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will ~~not~~result ~~make any such purchases when they are~~ in ~~possession~~our ofundergoing any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a ~~tender~~change 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~~control. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.12

~~Our~~Permitted ~~sponsor,~~Purchases officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of ~~redemption requests submitted by stockholders following~~ our mailing of proxy materials in connection with our initial business combination. 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 our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.Securities

15If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE American rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions prior to completion of our initial business combination.

~~Any~~The ~~purchases~~purpose byof ~~our~~any ~~sponsor,~~such ~~officers,~~purchases ~~directors~~of ~~and/or~~public ~~their~~warrants ~~affiliates~~could ~~who~~be ~~are~~to ~~affiliated~~reduce ~~purchasers under Rule 10b-18 under~~ the ~~Exchange~~number ~~Act~~of ~~will~~public ~~only~~warrants ~~be made~~outstanding or to ~~the~~vote ~~extent~~ such ~~purchases~~warrants ~~are~~on ~~able~~any matters submitted to bethe ~~made~~warrantholders for approval in ~~compliance~~connection with ~~Rule 10b-18,~~our ~~which~~initial isbusiness acombination. ~~safe~~Any ~~harbor~~such ~~from~~purchases ~~liability~~of ~~for manipulation~~our ~~under~~securities ~~Section 9(a)(2)~~may ~~and~~result in ~~Rule 10b-5 of~~ the ~~Exchange~~completion ~~Act.~~of ~~Rule 10b-18~~our ~~has~~initial ~~certain~~business ~~technical~~combination ~~requirements~~ that ~~must~~may benot ~~complied~~otherwise ~~with~~have inbeen ~~order~~possible. ~~for~~In ~~the~~addition, ~~safe~~if ~~harbor~~such topurchases beare ~~available to~~ made, the ~~purchaser.~~public ~~Our~~“float” ~~sponsor,~~of ~~officers,~~our ~~directors~~shares ~~and/or~~of ~~their affiliates~~common ~~will~~stock ~~not~~or ~~make~~warrants ~~purchases~~may ofbe ~~common~~reduced ~~stock~~and if the ~~purchases~~number ~~would~~of ~~violate~~beneficial ~~Section 9(a)(2)~~holders ~~or Rule 10b-5~~ of ~~the~~our ~~Exchange~~securities ~~Act.~~may ~~Any~~be ~~such~~reduced, ~~purchases~~which ~~will~~may bemake ~~reported~~it ~~pursuant~~difficult to ~~Section 13~~maintain ~~and~~or ~~Section 16~~obtain of the ~~Exchange~~quotation, ~~Act~~listing toor ~~the~~trading ~~extent~~of ~~such~~our ~~purchases are~~securities ~~subject~~on toa ~~such~~national ~~reporting requirements~~securities exchange.

~~Redemption~~Our ~~Rights~~sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. 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 ~~Public~~a ~~Stockholders~~pro ~~upon~~rata ~~Completion~~share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial ~~Initial~~business ~~Business~~combination. ~~Combination~~Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

WeAny ~~will~~purchases ~~provide~~by our ~~public~~sponsor, ~~stockholders~~officers, ~~with~~directors ~~the opportunity to redeem all~~ and/or atheir ~~portion~~affiliates ofwho ~~their~~are ~~shares~~affiliated ofpurchasers ~~common~~under ~~stock~~Rule 10b-18 ~~upon~~under the ~~completion~~Exchange ofAct ~~our~~will ~~initial~~only ~~business~~be ~~combination~~made atto athe ~~per-share~~extent ~~price,~~such ~~payable~~purchases inare ~~cash,~~able ~~equal~~ to ~~the~~be ~~aggregate~~made ~~amount~~in ~~then~~compliance onwith ~~deposit~~Rule 10b-18, inwhich ~~the~~is ~~trust~~a ~~account~~safe asharbor offrom ~~two~~liability ~~business~~for ~~days~~manipulation ~~prior~~under toSection 9(a)(2) ~~the~~and ~~consummation~~Rule 10b-5 of the ~~initial~~Exchange ~~business~~Act. ~~combination~~Rule 10b-18 ~~including~~has ~~interest~~certain ~~earned~~technical ~~on the funds held in the trust account and~~requirements ~~not~~that ~~previously~~must ~~released~~be tocomplied uswith toin ~~pay~~order ~~our~~for ~~taxes, divided by~~ the ~~number~~safe ofharbor ~~then~~to ~~outstanding~~be ~~public~~available ~~shares, subject~~ to the ~~limitations described herein~~purchaser. ~~The~~Our ~~amount~~sponsor, inofficers, ~~the~~directors ~~trust~~and/or ~~account is initially anticipated to be approximately $10.20 per public share. The per-share amount we~~their ~~will~~affiliates ~~distribute to investors who properly redeem their shares~~ will not bemake ~~reduced~~purchases byof ~~the~~common ~~deferred~~stock ~~underwriting~~if ~~commissions we will pay to~~ the ~~underwriters.~~purchases ~~The~~would ~~redemption~~violate ~~rights will include the requirement that~~ Section 9(a)(2) ~~beneficial~~or ~~holder~~Rule 10b-5 ~~must~~of ~~identify~~the ~~itself in order to validly~~Exchange ~~redeem its shares~~Act. ~~Our~~Any ~~sponsor,~~such ~~officers~~purchases ~~and~~will ~~directors~~be ~~have~~reported ~~entered into a letter agreement with us,~~ pursuant to ~~which~~Section 13 ~~they~~and ~~have~~Section 16 ~~agreed to~~of ~~waive~~the ~~their~~Exchange ~~redemption~~Act ~~rights with respect~~ to ~~any~~the ~~founder~~extent ~~shares~~such ~~and any public shares held by them in connection with the completion~~purchases ofare ~~our~~subject ~~initial~~to ~~business~~such ~~combination~~reporting requirements.

~~Manner~~Redemption Rights for Public Stockholders upon Completion of ~~Conducting~~our Initial ~~Redemptions~~Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination ~~either~~at ~~(i) in~~a ~~connection~~per-share ~~with~~price, apayable ~~stockholder~~in ~~meeting~~cash, ~~called~~equal to ~~approve~~ the ~~initial~~aggregate ~~business~~amount ~~combination~~then oron ~~(ii) by means~~deposit ofin athe ~~tender~~trust ~~offer.~~account ~~The decision~~ as toof ~~whether~~two webusiness days ~~will~~prior ~~seek~~to ~~stockholder~~the ~~approval~~consummation of athe ~~proposed~~ initial business combination orincluding ~~conduct a~~interest ~~tender~~earned ~~offer~~on ~~will~~the befunds ~~made~~held ~~by us, solely~~ in ~~our~~the ~~discretion,~~trust account and not ~~will~~previously bereleased ~~based~~to onus ato ~~variety~~pay ofour ~~factors~~taxes, ~~such~~divided asby the ~~timing~~number of ~~the~~then ~~transaction and~~outstanding ~~whether~~public ~~the~~shares, ~~terms~~subject ofto the ~~transaction~~limitations ~~would~~described herein. ~~require~~The usamount toin ~~seek~~the ~~stockholder~~trust ~~approval~~account ~~under~~at the ~~law~~time orof ~~stock~~our ~~exchange~~initial ~~listing~~public ~~requirement. Under~~offering ~~NYSE~~was ~~rules,~~initially ~~asset~~anticipated ~~acquisitions~~to ~~and~~be ~~stock~~approximately ~~purchases~~$10.20 per ~~would~~public ~~not~~share. ~~typically~~The ~~require~~per-share ~~stockholder~~amount ~~approval while direct mergers with our company where~~ we dowill ~~not~~distribute ~~survive~~to ~~and~~investors ~~any~~who ~~transactions~~properly ~~where~~redeem wetheir ~~issue~~shares ~~more~~will ~~than~~at ~~20%~~the time of our ~~outstanding~~initial business ~~common~~combination ~~stock~~will orbe ~~seek~~based toupon ~~amend~~the ~~our amended~~value ~~and restated certificate~~ of ~~incorporation~~the ~~would~~trust ~~require~~account ~~stockholder~~at ~~approval. If we structure an initial business combination with a target company in a manner~~ that ~~requires~~time ~~stockholder~~and ~~approval, we~~ will not ~~have~~be ~~discretion~~reduced asby tothe ~~whether~~deferred tounderwriting commissions ~~seek~~we awill ~~stockholder vote~~pay to ~~approve~~ the ~~proposed~~underwriters. ~~initial~~The ~~business~~redemption ~~combination.~~rights Wewill ~~may~~include ~~conduct~~the ~~redemptions~~requirement ~~without~~that a ~~stockholder~~beneficial ~~vote~~holder ~~pursuant~~must ~~to the tender~~identify ~~offer~~itself ~~rules~~in oforder ~~the~~to ~~SEC~~validly ~~unless~~redeem ~~stockholder~~its ~~approval~~shares. isOur ~~required~~sponsor, byofficers ~~law~~and ordirectors ~~stock~~have ~~exchange~~entered ~~listing~~into ~~requirements~~a orletter weagreement ~~choose~~with tous, ~~seek stockholder~~pursuant ~~approval~~to ~~for~~which ~~business~~they orhave ~~other~~agreed ~~legal~~to ~~reasons.~~waive Sotheir ~~long~~redemption asrights wewith ~~obtain~~respect ~~and~~to ~~maintain~~any afounder ~~listing~~shares ~~for~~and ~~our~~any ~~securities~~public onshares ~~the~~held ~~NYSE,~~by wethem ~~will~~in beconnection ~~required~~with tothe ~~comply~~completion ~~with~~of ~~such~~our ~~rules~~initial business combination.

~~If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:~~13

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

●We ~~file~~will ~~tender~~provide ~~offer~~our ~~documents~~public stockholders with the ~~SEC~~opportunity ~~prior~~ to ~~completing~~redeem all or a portion of their shares of common stock upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination ~~which~~or ~~contain~~(ii) by means ~~substantially~~of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the ~~same~~timing ~~financial~~of the transaction and ~~other~~whether ~~information~~the ~~about~~terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under NYSE American rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination with ~~and~~a ~~the~~target ~~redemption~~company ~~rights~~in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required ~~under~~by ~~Regulation~~law ~~14A~~or ofstock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the ~~Exchange~~NYSE ~~Act~~American, ~~which~~we will ~~regulates~~be ~~the~~required ~~solicitation~~to ofcomply ~~proxies~~with such rules.

16If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

~~Upon~~● conduct the ~~public~~redemptions ~~announcement of~~pursuant ~~our~~to ~~initial business combination, we or our sponsor will terminate any plan established in accordance with~~ Rule ~~10b5~~ 13e-14 toand ~~purchase shares~~Regulation 14E of ~~our common stock in~~ the ~~open~~Exchange ~~market~~Act, ifwhich weregulate ~~elect~~issuer ~~to redeem our public shares through a~~ tender ~~offer~~offers, ~~to comply with Rule 14e-5 under the Exchange Act.~~and

In● ~~the~~file ~~event we conduct redemptions pursuant to the~~ tender offer ~~rules,~~documents ~~our offer to redeem will remain open for at least 20 business days, in accordance~~ with ~~Rule 14e-1(a) under~~ the ~~Exchange~~SEC ~~Act,~~prior ~~and we will not be permitted~~ to ~~complete~~completing our initial business combination ~~until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares~~ which ~~are~~contain ~~not~~substantially ~~purchased by our sponsor, which number will be based on~~ the ~~requirement~~same ~~that~~financial weand ~~may~~other ~~not~~information ~~redeem~~about ~~public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to~~ the ~~SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our~~ initial ~~business~~ ~~combination upon consummation of our initial~~ business combination and ~~after~~the ~~payment~~redemption ofrights ~~underwriters’~~as ~~fees~~is ~~and~~required ~~commissions. If~~under ~~public~~Regulation ~~stockholders~~14A ~~tender~~of ~~more~~the ~~shares~~Exchange ~~than we have offered to purchase~~Act, wewhich ~~will~~regulates ~~withdraw~~ the ~~tender~~solicitation ~~offer~~of ~~and not complete the initial business combination~~proxies.

~~If,~~Upon ~~however,~~the ~~stockholder~~public ~~approval~~announcement of ~~the~~our ~~transaction~~initial isbusiness ~~required~~combination, bywe ~~law~~ or ~~stock~~our ~~exchange~~sponsor ~~listing~~will ~~requirement,~~terminate orany weplan ~~decide~~established toin ~~obtain~~accordance ~~stockholder~~with ~~approval~~Rule 10b5-1 ~~for~~to ~~business~~purchase orshares ~~other~~of ~~legal~~our ~~reasons,~~common westock ~~will,~~in ~~pursuant~~the open market if we elect to redeem our ~~amended~~public ~~and~~shares ~~restated~~through ~~certificate~~a oftender ~~incorporation:~~offer, to comply with Rule 14e-5 under the Exchange Act.

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

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

In● conduct the ~~event~~redemptions ~~that~~in weconjunction ~~seek stockholder~~with ~~approval~~a ofproxy ~~our~~solicitation ~~initial~~pursuant ~~business~~to ~~combination,~~Regulation we14A ~~will~~of ~~distribute~~the ~~proxy~~Exchange ~~materials and~~Act, inwhich ~~connection~~regulates ~~therewith, provide our public stockholders with~~ the ~~redemption~~solicitation ~~rights~~of ~~described~~proxies, ~~above~~and ~~upon~~not ~~completion~~pursuant ofto the ~~initial~~tender ~~business~~offer ~~combination.~~rules, and

If● wefile seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy ofmaterials ~~shares~~with ~~of outstanding capital stock of~~ the ~~company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting~~SEC. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, Our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to the founder shares held by our sponsor, officers and directors, we would need only 1,437,501, or approximately 6.3%, of the 23,000,000 public shares sold in the IPO and the over-allotment to be voted in favor of an initial business combination (assuming only a quorum is present at the meeting) in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, officers and directors may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

~~Our~~In ~~amended~~the ~~and restated certificate of incorporation will provide that in no~~ event ~~will we redeem our public shares in an amount~~ that ~~would cause our net tangible assets to be less than $5,000,001 (so that~~ we ~~are not subject to the SEC’s “penny stock” rules) or any greater net tangible~~seek ~~asset~~stockholder orapproval ~~cash~~of ~~requirement which may be contained in the agreement relating to~~ our initial business combination, ~~upon~~we ~~consummation~~will ofdistribute ~~our initial~~proxy ~~business~~materials ~~combination~~ and ~~after payment of underwriters’ fees and commissions. For example~~, ~~the~~in ~~proposed~~connection ~~initial business combination may require: (i) cash consideration to be paid to the target or its owners~~therewith, ~~(ii) cash~~provide ~~to be transferred to the~~our ~~target~~public ~~for~~stockholders ~~working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance~~ with the ~~terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for~~ redemption ~~plus~~rights ~~any~~described ~~amount~~above ~~required~~upon tocompletion ~~satisfy cash conditions pursuant to the terms~~ of the ~~proposed~~ initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof.

1714

~~Limitation~~If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the 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 shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, Our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on ~~Redemption~~the ~~upon~~approval ~~Completion~~of our initial business combination once a quorum is obtained. As a result, as the founder shares held by our sponsor, officers and directors represent more than a majority of our ~~Initial~~outstanding ~~Business~~shares, ~~Combination~~we would not need any of the public shares sold in the IPO that remain outstanding as of December 31, 2022 to be voted in favor of an initial business combination in order to have our initial business combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our sponsor, officers and directors may make it more likely that we ~~Seek~~will ~~Stockholder~~consummate ~~Approval~~our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

~~Notwithstanding~~Our 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 will provide that ain ~~public stockholder,~~no ~~together~~event ~~with~~will ~~any~~we ~~affiliate~~redeem ofour ~~such~~public ~~stockholder~~shares orin ~~any~~an ~~other~~amount ~~person~~that ~~with~~would ~~whom~~cause ~~such~~our ~~stockholder~~net istangible assets ~~acting~~to inbe ~~concert~~less orthan ~~as a~~$5,000,001 ~~“group”~~ (asso ~~defined~~that ~~under~~we ~~Section 13~~are ofnot ~~the~~subject ~~Exchange~~to ~~Act),~~the ~~will~~SEC’s be“penny ~~restricted~~stock” ~~from~~rules) ~~seeking~~or ~~redemption~~any ~~rights~~greater ~~with~~net ~~respect~~tangible toasset ~~more~~or ~~than~~cash anrequirement ~~aggregate~~which ofmay ~~15%~~be ofcontained ~~the shares sold~~ in the ~~IPO,~~agreement ~~which~~relating ~~we refer~~ to asour ~~the~~initial ~~“Excess~~business ~~Shares.”~~combination ~~Such~~upon ~~restriction~~consummation ~~shall~~of ~~also~~our beinitial ~~applicable~~business tocombination ~~our~~and ~~affiliates.~~after Wepayment ~~believe~~of ~~this~~underwriters’ ~~restriction~~fees ~~will~~and ~~discourage~~commissions. ~~stockholders~~For ~~from~~example, ~~accumulating~~the ~~large~~proposed ~~blocks of~~initial ~~shares,~~business ~~and~~combination ~~subsequent~~may ~~attempts~~require: by(i) cash ~~such~~consideration ~~holders~~ to ~~use~~be ~~their~~paid ~~ability~~ to ~~exercise~~the ~~their~~target ~~redemption~~or ~~rights~~its ~~against~~owners, a(ii) cash ~~proposed~~to ~~initial~~be ~~business~~transferred ~~combination~~to asthe atarget ~~means~~for toworking ~~force~~capital us or ~~our~~other ~~management~~general tocorporate ~~purchase~~purposes ~~their~~or ~~shares~~(iii) the atretention aof ~~significant~~cash ~~premium~~ to ~~the~~satisfy ~~then-current~~other ~~market price~~conditions orin onaccordance ~~other~~with ~~undesirable~~the terms. ~~Absent~~of ~~this~~the ~~provision,~~proposed ainitial ~~public~~business ~~stockholder~~combination. ~~holding~~In ~~more~~the ~~than~~event anthe aggregate ofcash ~~15%~~consideration ofwe ~~the~~would ~~shares sold in~~be ~~the~~required ~~IPO~~to ~~could~~pay ~~threaten~~for toall ~~exercise~~shares ~~its~~of ~~redemption~~common ~~rights~~stock ifthat ~~such~~are ~~holder’s~~validly ~~shares~~submitted ~~are~~for ~~not~~redemption ~~purchased~~plus byany usamount orrequired ~~our~~to ~~management~~satisfy atcash aconditions ~~premium~~pursuant 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~~proposed ~~sold~~initial inbusiness ~~the~~combination ~~IPO~~exceed ~~without our prior consent, we believe we will limit~~ the ~~ability~~aggregate ofamount ~~a small group~~ of ~~stockholders to~~cash ~~unreasonably~~available ~~attempt~~ to ~~block~~us, ~~our~~we ~~ability~~will tonot complete the ~~our~~ initial business combination, ~~particularly~~or inredeem ~~connection~~any ~~with~~shares, anand ~~initial business~~all ~~combination~~shares ~~with~~of acommon ~~target~~stock ~~that~~submitted ~~requires~~for asredemption awill ~~closing condition that we have a minimum net worth or a certain amount of cash. However, we would not~~ be ~~restricting~~returned ~~our stockholders’ ability~~ to ~~vote all of their shares (including Excess Shares) for or against~~the ~~our~~holders ~~initial business combination~~thereof.

~~Tendering~~Limitation ~~Stock~~on ~~Certificates~~Redemption inupon ~~Connection~~Completion of ~~with~~our aInitial ~~Tender~~Business ~~Offer or~~Combination ~~Redemption~~if ~~Rights~~we Seek Stockholder Approval

WeNotwithstanding ~~may~~the ~~require our public~~foregoing, ~~stockholders~~if ~~seeking~~we toseek ~~exercise~~stockholder ~~their~~approval ~~redemption~~of ~~rights,~~our ~~whether~~initial ~~they~~business ~~are~~combination ~~record~~and ~~holders~~we ordo ~~hold~~not ~~their~~conduct ~~shares~~redemptions in ~~“street~~connection ~~name,”~~with our initial business combination pursuant to ~~either~~the tender ~~their~~offer ~~certificates~~rules, to our ~~transfer~~amended ~~agent~~and ~~prior~~restated tocertificate ~~the~~of ~~date~~incorporation ~~set~~will ~~forth~~provide inthat ~~the~~a ~~tender~~public stockholder, ~~offer~~together ~~documents~~with any affiliate of such stockholder or ~~proxy~~any ~~materials mailed~~other toperson with whom such ~~holders,~~stockholder oris upacting toin ~~two~~concert ~~business~~or ~~days~~as a ~~prior~~“group” to(as ~~the~~defined ~~vote~~under onSection 13 of the ~~proposal~~Exchange toAct), ~~approve~~will ~~the~~be ~~initial~~restricted ~~business~~from ~~combination~~seeking inredemption ~~the~~rights with ~~event~~respect weto ~~distribute~~more ~~proxy~~than ~~materials,~~an oraggregate toof ~~deliver~~15% ~~their~~of the shares tosold in the ~~transfer~~IPO, ~~agent~~which ~~electronically~~we ~~using~~refer to as the ~~Depository~~“Excess ~~Trust~~Shares.” ~~Company’s~~Such restriction ~~DWAC~~shall ~~(Deposit/Withdrawal~~also Atbe ~~Custodian)~~applicable ~~System,~~to atour ~~the~~affiliates. ~~holder’s~~We ~~option.~~believe ~~The~~this ~~tender~~restriction ~~offer~~will ordiscourage ~~proxy~~stockholders ~~materials,~~from asaccumulating ~~applicable,~~large ~~that~~blocks of weshares, ~~will~~and ~~furnish~~subsequent toattempts by such holders ofto ~~our~~use ~~public~~their ~~shares~~ability into ~~connection~~exercise ~~with~~their ~~our~~redemption rights against a proposed initial business combination ~~will~~as ~~indicate~~a ~~whether~~means weto ~~are~~force ~~requiring public~~us ~~stockholders~~or our management to ~~satisfy~~purchase ~~such~~their ~~delivery~~shares ~~requirements,~~at ~~which~~a ~~will~~significant ~~include~~premium to the ~~requirement~~then-current ~~that~~market price or on other undesirable terms. Absent this provision, a ~~beneficial~~public ~~holder~~stockholder ~~must~~holding ~~identify itself~~more than an aggregate of 15% of the shares sold in the ~~order~~IPO tocould ~~validly~~threaten ~~redeem~~to exercise its redemption rights if such holder’s shares. ~~Accordingly,~~are anot ~~public~~purchased ~~stockholder~~by ~~would~~us ~~have~~or ~~from~~our management at a premium to the ~~time~~then-current wemarket ~~send~~price ~~out~~or on other undesirable terms. By limiting our ~~tender~~stockholders’ ~~offer~~ability to redeem no more ~~materials~~than ~~until~~15% of the ~~close~~shares ofsold in the ~~tender~~IPO ~~offer~~without ~~period~~our prior consent, orwe upbelieve towe ~~two~~will ~~days~~limit ~~prior~~the ability of a small group of stockholders to ~~the~~unreasonably ~~vote~~attempt onto ~~the~~block our ability to complete our initial business combination, ifparticularly wein ~~distribute~~connection with an initial ~~proxy~~business ~~materials,~~combination aswith ~~applicable,~~a totarget ~~tender~~that ~~its~~requires ~~shares~~as ifa itclosing ~~wishes~~condition tothat ~~seek~~we tohave ~~exercise~~a ~~its~~minimum ~~redemption~~net ~~rights.~~worth ~~Given~~or ~~the~~a ~~relatively~~certain ~~short exercise~~amount ~~period~~of cash. However, itwe iswould ~~advisable~~not ~~for~~be restricting our stockholders’ ability to ~~use~~vote ~~electronic~~all ~~delivery~~ of their ~~public~~ shares (including Excess Shares) for or against our initial business combination.

~~There~~Tendering isStock aCertificates ~~nominal~~in ~~cost~~Connection ~~associated~~ with ~~the~~a ~~above-referenced~~Tender ~~tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer~~Offer ~~agent will typically charge the tendering broker $80.00 and it would be up to the broker whether~~ or ~~not~~Redemption 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.Rights

~~The~~We ~~foregoing~~may isrequire ~~different~~our public ~~from~~stockholders ~~the~~seeking ~~procedures~~to ~~used~~exercise bytheir ~~many~~redemption ~~blank~~rights, ~~check~~whether ~~companies.~~they Inare ~~order~~record toholders ~~perfect~~or ~~redemption~~hold ~~rights~~their shares in ~~connection~~“street ~~with~~name,” to either tender their ~~business~~certificates ~~combinations, many~~to ~~blank~~our ~~check~~transfer ~~companies~~agent ~~would~~prior ~~distribute~~to ~~proxy~~the ~~materials~~date ~~for~~set ~~the~~forth ~~stockholders’~~in ~~vote~~the ontender anoffer ~~initial~~documents ~~business~~or ~~combination,~~proxy ~~and~~materials amailed ~~holder~~to ~~could~~such ~~simply~~holders, ~~vote~~or ~~against~~up ato ~~proposed~~two ~~initial~~ business ~~combination~~days ~~and~~prior ~~check~~to athe ~~box~~vote on the ~~proxy~~proposal ~~card indicating such holder was seeking~~ to ~~exercise~~approve ~~his or her redemption rights. After~~ the initial business combination ~~was~~in ~~approved,~~ the ~~company would contact such~~ ~~stockholder~~event towe ~~arrange~~distribute ~~for~~proxy ~~him~~materials, or ~~her~~ to deliver ~~his~~their orshares ~~her certificate~~ to ~~verify~~the ~~ownership.~~transfer Asagent aelectronically ~~result,~~using the ~~stockholder~~Depository ~~then~~Trust ~~had an~~Company’s ~~“option~~DWAC ~~window”~~(Deposit/Withdrawal ~~after~~At ~~the~~Custodian) ~~completion~~System, ofat the ~~initial~~holder’s ~~business~~option. ~~combination~~The ~~during~~tender ~~which~~offer he or ~~she~~proxy ~~could~~materials, ~~monitor~~as ~~the~~applicable, ~~price~~that we will furnish to holders of ~~the~~ ~~company’s~~our ~~stock~~public shares in ~~the~~connection ~~market.~~with Ifour ~~the~~initial ~~price~~business ~~rose~~combination ~~above~~will ~~the~~indicate ~~redemption~~whether ~~price,~~we heare orrequiring public ~~she~~stockholders ~~could~~to ~~sell~~satisfy ~~his~~such ordelivery ~~her~~requirements, ~~shares~~which inwill include the ~~open~~ ~~market~~requirement ~~before~~that ~~actually~~a ~~delivering~~beneficial ~~his~~holder ormust ~~her~~identify itself ~~shares~~in order to ~~the~~validly ~~company~~redeem ~~for~~its ~~cancellation~~shares. AsAccordingly, a ~~result,~~public stockholder would have from the ~~redemption~~time ~~rights,~~we tosend ~~which stockholders~~out ~~were~~our ~~aware~~tender ~~they~~offer materials ~~needed~~until tothe ~~commit~~close ~~before~~of the ~~stockholder~~tender ~~meeting~~offer period, ~~would~~or ~~become~~up ~~“option”~~to ~~rights~~two ~~surviving~~days ~~past~~ prior to the ~~completion~~vote ofon the initial business combination ~~until~~if ~~the~~we ~~redeeming~~distribute proxy ~~holder~~materials, ~~delivered~~as ~~its~~applicable, ~~certificate.~~to ~~The~~tender ~~requirement~~its ~~for~~shares ~~physical or~~if ~~electronic~~it ~~delivery~~wishes ~~prior~~to seek to ~~the~~exercise ~~meeting~~its ~~ensures~~redemption ~~that~~rights. aGiven ~~redeeming~~the ~~holder’s~~relatively ~~election~~short exercise toperiod, ~~redeem~~it is ~~irrevocable~~advisable ~~once~~for ~~the~~stockholders ~~initial business~~to ~~combination~~use iselectronic ~~approved~~delivery of their public shares.

1815

~~Any~~There ~~request~~is toa ~~redeem~~nominal ~~such~~cost ~~shares,~~associated ~~once~~with ~~made,~~the ~~may~~above-referenced betendering ~~withdrawn~~process atand ~~any time up to~~ the ~~date~~act ~~set~~of ~~forth~~certificating in the ~~tender~~shares ~~offer materials~~ or ~~the~~delivering ~~date~~them ofthrough the ~~stockholder meeting~~DWAC ~~set forth in our proxy materials, as applicable~~System. The ~~Furthermore,~~transfer ifagent awill ~~holder~~typically ofcharge athe ~~public~~tendering ~~share~~broker ~~delivered~~$80.00 ~~its~~and ~~certificate~~it inwould ~~connection with~~be anup ~~election~~to ofthe ~~redemption~~broker ~~rights~~whether ~~and~~or ~~subsequently~~not ~~decides prior~~ to ~~the~~pass ~~applicable~~this ~~date~~cost on ~~not~~ to ~~elect~~the toredeeming ~~exercise~~holder. ~~such rights~~However, ~~such holder~~this ~~may~~fee ~~simply~~would ~~request~~be ~~that~~incurred ~~the~~regardless ~~transfer~~of ~~agent~~whether ~~return the certificate (physically~~ or ~~electronically).~~not Itwe isrequire ~~anticipated~~holders ~~that~~seeking ~~the~~to ~~funds~~exercise redemption rights to betender ~~distributed~~their toshares. ~~holders~~The ofneed ~~our~~to ~~public~~deliver shares ~~electing~~is toa ~~redeem~~requirement ~~their~~of ~~shares~~exercising ~~will~~redemption berights ~~distributed~~regardless ~~promptly~~of ~~after~~ the ~~completion~~timing of ~~our~~when ~~initial~~such ~~business~~delivery ~~combination~~must be effectuated.

IfThe ~~our~~foregoing ~~initial~~is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business ~~combination~~combinations, ismany ~~not~~blank ~~approved~~check orcompanies ~~completed~~would distribute proxy materials for ~~any~~the ~~reason~~stockholders’ vote on an initial business combination, ~~then~~and a ~~our~~holder ~~public~~could ~~stockholders~~simply ~~who~~vote ~~elected~~against a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise ~~their~~his or her redemption rights. After the initial business combination was approved, the company would ~~not~~contact besuch ~~entitled~~stockholder to ~~redeem~~arrange ~~their~~for ~~shares~~him ~~for~~or her to deliver his or her certificate to verify ownership. As a result, the ~~applicable~~stockholder ~~pro~~then ~~rata~~had ~~share~~an “option window” after the completion of the ~~trust~~initial ~~account~~business combination during which he or she could monitor the price of the company’s stock in the market. InIf ~~such~~the ~~case~~price rose above the redemption price, wehe ~~will~~or ~~promptly~~she ~~return~~could ~~any~~sell ~~certificates~~his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder delivered byits ~~public~~certificate. ~~holders~~The ~~who~~requirement ~~elected~~for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem ~~their~~is ~~shares~~irrevocable once the initial business combination is approved.

IfAny 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 the date of the stockholder meeting set forth in our ~~initial~~proxy ~~proposed~~materials, ~~initial~~as applicable. Furthermore, if a holder of a public share delivered its certificate in connection ~~business~~with ~~combination~~an iselection of redemption rights and subsequently decides prior to the applicable date not ~~completed~~to elect to exercise such rights, wesuch holder may ~~continue~~simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to ~~try~~be distributed to ~~complete~~holders anof ~~initial~~our ~~business~~public ~~combination~~shares ~~with~~electing ato ~~different~~redeem ~~target~~their ~~until 18~~shares ~~months~~will ~~from~~be distributed promptly after the ~~closing~~completion of our ~~the~~initial ~~IPO~~business combination.

~~Redemption~~If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of ~~Public~~the ~~Shares~~trust ~~and~~account. ~~Liquidation~~In ifsuch nocase, ~~Initial~~we ~~Business~~will promptly return ~~Combination~~any certificates delivered by public holders who elected to redeem their shares.

~~Our~~If ~~amended and restated certificate of incorporation provides that we will have only 18 months from the closing of the IPO to complete~~ our initial ~~business~~proposed ~~combination. If we are unable to complete our~~ initial business combination ~~within~~is ~~such~~not ~~18-month period~~completed, we ~~will:~~may ~~(i) cease~~continue ~~all~~to ~~operations~~try ~~except for~~to ~~the~~complete ~~purpose~~an ofinitial ~~winding up, (ii) as promptly as reasonably possible but not more than ten~~ business ~~days~~combination ~~thereafter~~with ~~subject to lawfully available funds therefor, redeem 100% of the public shares, at~~ a ~~per-share~~different ~~price,~~target ~~payable in cash, equal to the aggregate amount~~until ~~then on deposit in~~ the ~~trust~~Extended ~~account~~Date ~~including~~unless interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ ~~rights~~approve asa ~~stockholders (including the right to receive~~ further ~~liquidating~~ distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable lawextension. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period.

~~Our~~Redemption initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months from the closing of ~~the~~Public ~~IPO.~~Shares ~~However,~~and ifLiquidation ~~our sponsor, our officers or directors have acquired public shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares~~ if weno ~~fail~~Initial ~~to complete our initial business combination within the allotted 18-month time period.~~Business Combination

Our ~~sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our~~ amended and restated certificate of incorporation ~~(i) to~~provides ~~modify~~that ~~the~~we ~~substance~~will orhave ~~timing~~until of the ~~ability~~Extended ofDate ~~holders of our public shares~~ to ~~seek~~complete ~~redemption in connection with~~ our initial business combination. orIf ~~our~~we ~~obligation~~are unable to ~~redeem~~complete ~~100% of~~ our ~~public~~initial ~~shares~~business ifcombination weby dothe ~~not~~Extended ~~complete~~Date, ~~our~~we ~~initial business~~will: ~~combination~~(i) cease ~~within~~all 18operations ~~months~~except ~~from~~for the ~~closing~~ purpose of ~~the~~winding ~~IPO~~up, or (ii) ~~with~~as ~~respect~~promptly toas ~~any~~reasonably ~~other~~possible ~~provision~~but ~~relating~~not tomore ~~stockholders’ rights~~than orten ~~pre-initial~~ business ~~combination~~days ~~activity,~~thereafter ~~unless~~subject ~~we provide our public stockholders with the opportunity~~ to ~~redeem~~lawfully ~~their shares~~available offunds ~~common~~therefor, ~~stock~~redeem ~~upon~~100% ~~approval~~ of ~~any~~the ~~such~~public ~~amendment~~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~~. However~~, wewhich ~~may~~redemption will ~~not~~completely ~~redeem~~extinguish ~~our~~ public ~~shares~~stockholders’ inrights anas ~~amount~~stockholders ~~that~~(including ~~would~~the ~~cause~~right ~~our~~to receive further liquidating distributions, ~~net~~if ~~tangible~~any), ~~assets~~subject to beapplicable ~~less~~law, ~~than~~and ~~$5,000,001~~(iii) as ~~upon~~promptly ~~consummation~~as ofreasonably ~~our~~possible ~~initial~~following ~~business~~such ~~combination~~redemption, ~~and~~subject ~~after~~to ~~payment~~the approval of ~~underwriters’ fees~~our ~~and~~remaining ~~commissions~~stockholders ~~(so~~and ~~that~~our weboard ~~are~~of ~~not~~directors, ~~subject~~dissolve toand ~~the~~liquidate, ~~SEC’s~~subject ~~“penny~~in ~~stock”~~each ~~rules).~~case Ifto ~~this~~our ~~optional~~obligations ~~redemption~~under ~~right~~Delaware islaw ~~exercised~~to ~~with~~provide ~~respect~~for toclaims anof ~~excessive~~creditors ~~number~~and ofthe ~~public~~requirements ~~shares~~of ~~such~~other ~~that~~applicable welaw. ~~cannot~~There ~~satisfy~~will ~~the~~be ~~net~~no ~~tangible~~redemption ~~asset~~rights ~~requirement~~or ~~(described~~liquidating ~~above),~~distributions wewith ~~would~~respect ~~not~~to ~~proceed~~our ~~with~~warrants, ~~the~~which ~~amendment~~will orexpire ~~the~~worthless ~~related~~if ~~redemption~~we offail to complete our ~~public~~initial ~~shares~~business atcombination ~~such~~within the 18-month time period.

19Our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by the Extended Date. However, if our sponsor, our officers or directors have acquired public shares in or after the IPO, 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 by the Extended Date.

WeOur ~~expect~~sponsor, officers and directors have agreed, pursuant to a written agreement with us, that ~~all~~they ~~costs~~will not propose any amendment to our amended and restated ~~expenses~~certificate ~~associated~~of incorporation (i) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with ~~implementing~~our initial business combination or our ~~plan~~obligation to redeem 100% of ~~dissolution,~~our aspublic ~~well~~shares asif ~~payments~~we todo ~~any~~not ~~creditors,~~complete ~~will~~our beinitial business ~~funded~~combination within 18 months from ~~amounts~~the ~~remaining out~~closing of the ~~approximately~~IPO ~~$1,200,000~~or (orii) with ~~$600,000~~respect ifto ~~the~~any ~~over~~other provision relating to stockholders’ rights or pre-~~allotment~~initial ~~option~~business iscombination ~~exercised~~activity, inunless ~~full)~~we ofprovide ~~proceeds~~our ~~held~~public ~~outside~~stockholders with the ~~trust~~opportunity to redeem their shares ~~account,~~of ~~although~~common westock ~~cannot~~upon ~~assure~~approval ~~you~~of ~~that~~any ~~there~~such ~~will~~amendment beat ~~sufficient~~a ~~funds~~per-share ~~for~~price, ~~such~~payable ~~purpose.~~in Wecash, ~~will~~equal ~~depend~~to the aggregate amount then on ~~sufficient~~deposit in the trust account including interest ~~being~~ earned on the ~~proceeds~~funds held in the trust account and not previously released to us to pay ~~any~~our ~~tax~~taxes, divided ~~obligations~~by wethe ~~may~~number ~~owe~~of then outstanding public shares. However, ifwe ~~those~~may ~~funds~~not ~~are~~redeem ~~not~~our ~~sufficient~~public toshares in an amount that would cause our ~~cover~~net ~~the~~tangible ~~costs~~assets ~~and~~to ~~expenses~~be ~~associated~~less ~~with~~than ~~implementing~~$5,000,001 upon consummation of our ~~plan~~initial business combination and after payment of ~~dissolution,~~underwriters’ fees toand ~~the~~commissions ~~extent~~(so that ~~there~~we isare ~~any~~not ~~interest~~subject ~~accrued~~to in the ~~trust~~SEC’s ~~account~~“penny ~~not~~stock” ~~required~~rules). toIf ~~pay~~this ~~taxes~~optional onredemption ~~interest~~right is ~~income~~exercised ~~earned~~with onrespect ~~the~~to ~~trust~~an ~~account~~excessive ~~balance,~~number of public shares such that we ~~may~~cannot ~~request~~satisfy the ~~trustee~~net totangible ~~release~~asset requirement (described toabove), uswe anwould ~~additional~~not ~~amount~~proceed ofwith upthe toamendment ~~$100,000~~or ofthe ~~such~~related ~~accrued~~redemption ~~interest~~of toour ~~pay~~public ~~those~~shares ~~costs~~at ~~and~~such ~~expenses~~time.

If we were to expend all of the net proceeds of the IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.20. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.20. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.16

~~Although~~We weexpect ~~will~~that ~~seek~~all ~~to have~~costs ~~all~~and ~~vendors,~~expenses ~~service~~associated ~~providers,~~with ~~prospective~~implementing ~~target~~our ~~businesses~~plan orof ~~other~~dissolution, ~~entities~~as ~~with~~well ~~which~~as wepayments doto ~~business execute agreements with us waiving~~ any ~~right~~creditors, ~~title,~~will ~~interest~~be orfunded ~~claim~~from ofamounts remaining ~~any~~out ~~kind~~of inthe orof toproceeds ~~any monies~~ held inoutside the trust account, ~~for~~although ~~the~~we ~~benefit~~cannot ofassure ~~our~~you ~~public~~that ~~stockholders,~~ there iswill nobe ~~guarantee~~sufficient ~~that~~funds ~~they will execute~~ for such ~~agreements~~purpose. orWe ~~even~~will ifdepend ~~they~~on ~~execute~~sufficient ~~such~~interest ~~agreements~~being ~~that~~earned ~~they~~on ~~would~~the beproceeds ~~prevented~~held ~~from bringing~~in ~~claims against~~ the trust account ~~including but not limited~~ to ~~fraudulent~~pay ~~inducement,~~any ~~breach~~tax ofobligations we ~~fiduciary~~may ~~responsibility~~owe. ~~or other similar claims~~However, asif ~~well~~those asfunds ~~claims~~are ~~challenging~~not ~~the~~sufficient ~~enforceability~~to ofcover the ~~waiver,~~costs inand ~~each~~expenses ~~case~~associated inwith ~~order~~implementing toour ~~gain~~plan anof ~~advantage with respect~~dissolution, to athe ~~claim~~extent ~~against~~that ~~our~~there ~~assets,~~is ~~including~~any ~~the~~interest ~~funds~~accrued ~~held~~ in the trust account. Ifnot ~~any~~required ~~third party refuses~~ to ~~execute~~pay antaxes ~~agreement~~on ~~waiving such~~interest ~~claims~~income toearned ~~the~~on ~~monies held in~~ the trust account balance, ~~our~~we ~~management~~may ~~will~~request ~~perform an analysis of~~ the ~~alternatives~~trustee ~~available~~ to itrelease ~~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~~an ~~any~~additional ~~alternative.~~amount ~~Examples~~ of ~~possible~~up ~~instances where we may engage a third party that refuses~~ to ~~execute~~$100,000 ~~a waiver include the engagement~~ of asuch ~~third-party~~accrued ~~consultant~~interest ~~whose particular expertise or skills are believed by management~~ to bepay ~~significantly superior to~~ those ~~of other consultants that would agree to execute a waiver or in cases where management~~ iscosts ~~unable to find a service provider willing to execute a waiver. We are not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of the IPO~~ and ~~our independent registered public accounting firm~~expenses.

InIf ~~addition,~~we ~~there~~were isto noexpend ~~guarantee~~all ~~that~~of ~~such~~the ~~entities~~net ~~will~~proceeds ~~agree~~of tothe ~~waive~~IPO ~~any~~and ~~claims they may have in~~ the ~~future~~sale ~~as a result~~ of, orthe ~~arising~~private ~~out~~placement ofwarrants, ~~any~~other ~~negotiations,~~than ~~contracts or~~the ~~agreements~~proceeds ~~with~~deposited usin ~~and will not seek recourse against~~ the trust account, and ~~for~~without ~~any~~taking ~~reason.~~into ~~Our~~account ~~sponsor~~interest, ~~has agreed that it will be liable to us~~ if ~~and to the extent~~ any, ~~claims~~earned byon athe ~~third~~trust ~~party~~account, ~~for~~the ~~services~~per-share ~~rendered~~redemption oramount ~~products~~received ~~sold~~by tostockholders upon ~~us,~~our ordissolution awould ~~prospective~~be ~~target~~approximately ~~business with~~$10.20. ~~which~~The weproceeds ~~have~~deposited ~~entered~~in ~~into~~the atrust ~~written~~account ~~letter~~could, ~~of intent~~however, ~~confidentiality~~become orsubject ~~similar~~to ~~agreement or business combination agreement, reduce~~ the claims ~~amount~~ of ~~funds~~our increditors ~~the~~which ~~trust~~would ~~account~~have tohigher ~~below~~priority than the ~~lesser~~claims of ~~(i)~~our ~~$10~~public stockholders.20 ~~per~~We ~~public~~cannot ~~share~~assure ~~and~~you ~~(ii)~~ that the actual ~~amount per public~~ per-share ~~held~~redemption inamount ~~the~~received ~~trust~~by ~~account~~stockholders aswill ofnot ~~the~~be ~~date~~substantially ~~of the liquidation of the trust account, if~~ less than $10.20. ~~per~~Under ~~share~~Section 281(b) ~~due to reductions in the value~~ of the ~~trust assets~~DGCL, our ~~less~~plan ~~taxes~~of ~~payable,~~dissolution ifmust ~~any,~~provide ~~provided~~for ~~that~~all ~~such~~claims ~~liability~~against ~~will~~us ~~not apply~~ to ~~any~~be ~~claims~~paid byin afull ~~third party~~ or ~~prospective~~make ~~target~~provision ~~business~~for ~~who~~payments ~~executed~~to abe ~~waiver~~made ofin ~~any~~full, as ~~and~~applicable, ~~all~~if ~~rights~~there toare ~~the~~sufficient ~~monies~~assets. ~~held~~These inclaims ~~the~~must ~~trust~~be ~~account~~paid ~~(whether~~ or ~~not~~provided ~~such waiver~~for isbefore ~~enforceable)~~we ~~nor~~make ~~will it apply to~~ any ~~claims~~distribution ~~under~~of our ~~indemnity of the underwriters of the IPO against certain liabilities,~~remaining ~~including~~assets ~~liabilities~~to ~~under~~our ~~the Securities Act~~stockholders. ~~However,~~While we ~~have~~intend ~~not asked our sponsor~~ to ~~reserve~~pay ~~for~~ such ~~indemnification obligations~~amounts, ~~nor~~ ~~have~~if ~~we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore~~any, we cannot assure you that ~~our~~we ~~sponsor~~will ~~would~~have befunds ~~able~~sufficient to ~~satisfy~~pay ~~those obligations. None of our officers~~ or ~~directors~~provide ~~will indemnify us~~ for ~~claims~~all bycreditors’ ~~third parties including, without limitation,~~ claims ~~by vendors and prospective target businesses~~.

20Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will 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. We are not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of the IPO and our independent registered public accounting firm.

In ~~the~~addition, ~~event~~there ~~that~~is ~~the proceeds~~no inguarantee ~~the~~that ~~trust~~such ~~account~~entities ~~are~~will ~~reduced~~agree ~~below~~to ~~(i)~~waive ~~$10.20~~any ~~per~~claims ~~public~~they ~~share~~may orhave ~~(ii) such lesser amount per public share held~~ in the ~~trust account~~future as a result of, ~~the~~or ~~date~~arising out of, ~~the~~any ~~liquidation~~negotiations, contracts ofor ~~the~~agreements ~~trust~~with ~~account,~~us ~~due~~and towill ~~reductions~~not inseek ~~value~~recourse ofagainst the trust ~~assets,~~account infor ~~each~~any ~~case~~reason. ~~net~~Our ofsponsor ~~the amount~~has ofagreed ~~interest~~that ~~which~~it ~~may~~ will be ~~withdrawn~~liable to ~~pay~~us ~~taxes,~~ if and to the extent any, ~~and~~claims ~~our~~by ~~sponsor~~a ~~asserts~~third ~~that~~party itfor isservices ~~unable~~rendered toor ~~satisfy~~products ~~its~~sold ~~indemnification obligations~~to us, or ~~that~~a itprospective ~~has~~target business nowith ~~indemnification~~which ~~obligations~~we ~~related~~have toentered into a ~~particular~~written ~~claim~~letter of intent, ~~our~~confidentiality ~~independent~~or ~~directors~~similar ~~would~~agreement ~~determine~~or ~~whether~~business combination agreement, toreduce ~~take~~the ~~legal~~amount ~~action~~of ~~against~~funds ~~our~~in ~~sponsor~~the trust account to ~~enforce~~below ~~its~~the ~~indemnification~~lesser ~~obligations~~of (i) $10.20 ~~While~~per wepublic ~~currently~~share ~~expect~~and ~~that~~(ii) the ~~our~~actual ~~independent~~amount ~~directors~~per ~~would~~public ~~take~~share ~~legal~~held ~~action~~in onthe ~~our~~trust ~~behalf~~account ~~against~~as ~~our~~of ~~sponsor~~the todate ~~enforce~~of ~~its~~the ~~indemnification~~liquidation ~~obligations~~of tothe ustrust account, itif isless ~~possible~~than ~~that~~$10.20 ~~our~~per ~~independent directors~~share indue ~~exercising~~to ~~their~~reductions in ~~business~~the ~~judgment~~value ~~may~~of ~~choose~~the ~~not~~trust toassets, doless sotaxes ifpayable, ~~for~~if ~~example~~any, ~~the~~provided ~~cost~~that of such ~~legal~~liability ~~action~~will isnot ~~deemed~~apply to any claims by ~~the~~a third party ~~independent~~or ~~directors~~prospective totarget bebusiness ~~too~~who ~~high~~executed ~~relative~~a waiver of any and all rights to the ~~amount~~monies ~~recoverable~~held in the trust account (whether or ifnot such waiver is enforceable) nor will it apply to any claims under our indemnity of the ~~independent~~underwriters ~~directors~~of ~~determine~~the ~~that~~IPO aagainst ~~favorable~~certain ~~outcome~~liabilities, isincluding ~~not~~liabilities ~~likely~~under the Securities Act. WeHowever, we have not asked our sponsor to reserve for such indemnification obligations, nor ~~and~~have we ~~cannot~~independently ~~assure~~verified ~~you~~whether ~~that~~ our sponsor ~~would~~ behas ~~able~~sufficient funds to satisfy ~~those~~its indemnity obligations and believe that our sponsor’s only assets are securities of our company. ~~Accordingly~~Therefore, we cannot assure you that ~~due~~our tosponsor ~~claims~~would ofbe ~~creditors~~able ~~the~~to ~~actual~~satisfy those ~~value~~obligations. None of ~~the per-share~~our ~~redemption~~officers ~~price~~or directors will ~~not~~indemnify beus ~~less~~for ~~than~~claims ~~$10.20~~by ~~per~~third ~~public~~parties ~~share~~including, without limitation, claims by vendors and prospective target businesses.

WeIn ~~will~~the ~~seek~~event tothat ~~reduce~~the proceeds in the trust account are reduced below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust ~~possibility~~account ~~that~~as ~~our~~of ~~sponsor~~the ~~will~~date ~~have~~of tothe ~~indemnify~~liquidation of the trust account, due to ~~claims~~reductions in value of ~~creditors~~the bytrust ~~endeavoring~~assets, toin ~~have~~each ~~all~~case ~~vendors,~~net of the ~~service~~amount ~~providers,~~of ~~prospective~~interest ~~target~~which ~~businesses~~may orbe ~~other~~withdrawn ~~entities~~to ~~with~~pay ~~which~~taxes, weif doany, ~~business~~and ~~execute~~our ~~agreements~~sponsor ~~with~~asserts usthat ~~waiving~~it ~~any~~is ~~right, title,~~unable ~~interest~~to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, ofour ~~any~~independent ~~kind~~directors inwould ordetermine whether to ~~monies~~take ~~held~~legal inaction ~~the~~against ~~trust~~our ~~account~~sponsor to enforce its indemnification obligations. ~~Our~~While ~~sponsor~~we ~~will~~currently ~~also~~expect ~~not~~that beour ~~liable~~independent asdirectors would take legal action on our behalf against our sponsor to ~~any~~enforce ~~claims under~~its indemnification obligations to us, it is possible that our ~~indemnity~~independent directors ofin exercising their business judgment may choose not to do so if, for example, the ~~underwriters~~cost of such legal action is deemed by the independent ~~IPO~~directors ~~against~~to ~~certain~~be ~~liabilities,~~too ~~including~~high ~~liabilities~~relative ~~under~~to the ~~Securities~~amount ~~Act.~~recoverable Inor if the ~~event~~ ~~that~~independent wedirectors ~~liquidate~~determine ~~and~~that ita favorable outcome is ~~subsequently~~not ~~determined~~likely. ~~that~~We ~~the~~have not asked our sponsor to reserve for ~~claims~~such indemnification obligations and ~~liabilities~~we iscannot ~~insufficient,~~assure ~~stockholders~~you ~~who~~that our sponsor ~~received~~would ~~funds~~be ~~from~~able ~~our~~to ~~trust~~satisfy ~~account~~those ~~could~~obligations. beAccordingly, ~~liable~~we ~~for~~cannot ~~claims~~assure ~~made~~you bythat due to claims of creditors the actual value of the per-share redemption price will not be less than $10.20 per public share.

~~Under~~We ~~the~~will ~~DGCL,~~seek ~~stockholders~~to reduce the ~~may~~possibility bethat ~~held~~our ~~liable~~sponsor ~~for~~will ~~claims~~have byto ~~third~~indemnify ~~parties~~the ~~against~~trust aaccount ~~corporation~~due to ~~the~~claims ~~extent~~ of ~~distributions~~creditors ~~received~~ by ~~them~~endeavoring ~~in a dissolution. The pro rata portion of our trust account distributed~~ to ~~our~~have ~~public~~all ~~stockholders~~vendors, service ~~upon~~providers, ~~the~~prospective ~~redemption~~target ofbusinesses ~~our~~or ~~public~~other ~~shares~~entities inwith ~~the~~which ~~event~~ we do ~~not~~business ~~complete~~execute ~~our~~agreements ~~initial~~with ~~business~~us ~~combination~~waiving ~~within~~any 18right, title, ~~months~~interest ~~from~~or ~~the~~claim ~~closing~~ of ~~the~~any ~~IPO~~kind ~~may~~in beor ~~considered~~to amonies ~~liquidating~~held ~~distribution under~~in ~~Delaware law. If~~ the ~~corporation~~trust ~~complies~~account. ~~with~~Our ~~certain~~sponsor ~~procedures~~will ~~set~~also ~~forth~~not inbe ~~Section 280~~liable ofas ~~the DGCL intended~~ to ~~ensure~~any claims ~~that~~under itour ~~makes~~indemnity ~~reasonable~~of ~~provision~~the ~~for~~underwriters ~~all~~of ~~claims~~the IPO against itcertain liabilities, including aliabilities ~~60-day~~under ~~notice~~the ~~period~~Securities ~~during~~Act. ~~which~~In ~~any third-party claims can~~the beevent ~~brought~~that ~~against~~we ~~the~~liquidate ~~corporation,~~and ait ~~90-day~~is ~~period~~subsequently ~~during~~determined ~~which~~that the ~~corporation~~reserve ~~may~~for ~~reject any~~ claims ~~brought,~~ and anliabilities ~~additional~~is ~~150-day waiting period before any liquidating distributions are made to stockholders~~insufficient, ~~any liability of~~ stockholders ~~with respect to a liquidating~~who ~~distribution~~received isfunds ~~limited~~from toour ~~the~~trust ~~lesser~~account ofcould ~~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~~liable ~~after~~for ~~the~~claims ~~third~~made ~~anniversary~~by ~~of the dissolution~~creditors.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of the IPO, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete our initial business combination within 18 months from the closing of the IPO, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter 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’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 18th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.17

21Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of the IPO 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.

~~Because~~Furthermore, weif ~~will~~the ~~not be complying~~pro ~~with~~rata ~~Section 280,~~portion ~~Section 281(b)~~ of ~~the~~our ~~DGCL~~trust ~~requires~~account usdistributed to ~~adopt~~our apublic ~~plan,~~stockholders ~~based~~upon onthe ~~facts~~redemption ~~known~~of toour uspublic atshares ~~such~~in ~~time~~the ~~that~~event ~~will~~we do ~~provide~~not ~~for~~complete our ~~payment~~initial ofbusiness ~~all~~combination ~~existing~~within ~~and~~18 ~~pending~~months ~~claims~~from orthe ~~claims~~closing ~~that~~of ~~may~~the beIPO, ~~potentially~~is ~~brought~~not ~~against~~considered usa ~~within~~liquidating ~~the subsequent~~distribution ~~10 years.~~under ~~However,~~Delaware ~~because~~law weand ~~are~~such aredemption ~~blank~~distribution ~~check~~is ~~company,~~deemed ~~rather~~to ~~than~~be anunlawful ~~operating~~(potentially ~~company,~~due ~~and~~to ~~our~~the ~~operations~~imposition ~~will~~of belegal ~~limited to~~proceedings ~~searching~~that ~~for~~a ~~prospective~~party ~~target~~may ~~businesses~~bring toor ~~acquire,~~due ~~the~~to ~~only~~other ~~likely~~circumstances ~~claims~~that toare ~~arise~~currently ~~would~~unknown), bethen ~~from~~pursuant ~~our~~to ~~vendors~~Section 174 ~~(such~~of asthe ~~lawyers~~DGCL, ~~investment~~the ~~bankers,~~statute ~~etc.)~~of orlimitations ~~prospective~~for ~~target~~claims ~~businesses.~~of Ascreditors ~~described~~could ~~above,~~then ~~pursuant~~be tosix years after the ~~obligation~~unlawful ~~contained~~redemption indistribution, ~~our~~instead ~~underwriting~~of ~~agreement~~three years, weas ~~will~~in ~~seek~~the tocase ~~have~~of ~~all~~a ~~vendors,~~liquidating ~~service~~distribution. ~~providers,~~If ~~prospective~~we ~~target~~are ~~businesses~~unable orto ~~other~~complete ~~entities~~our ~~with~~initial ~~which~~business wecombination dowithin ~~business~~18 ~~execute agreements~~months ~~with~~from usthe closing ~~waiving~~of ~~any~~the ~~right~~IPO, ~~title,~~we ~~interest~~will: or(i) cease ~~claim~~all ofoperations ~~any~~except ~~kind~~for inthe orpurpose toof ~~any~~winding ~~monies~~up, ~~held~~(ii) as inpromptly ~~the~~as ~~trust~~reasonably possible ~~account.~~but Asnot amore ~~result of~~than ~~this~~ten ~~obligation,~~business ~~the~~days ~~claims~~thereafter ~~that~~subject ~~could~~to belawfully ~~made~~available ~~against~~funds ustherefor, ~~are~~redeem ~~significantly~~100% ~~limited~~of ~~and~~ the ~~likelihood~~public ~~that~~shares, at ~~any~~a ~~claim~~per-share ~~that~~price, ~~would~~payable ~~result~~ in ~~any~~cash, ~~liability~~equal ~~extending~~ to the ~~trust~~aggregate ~~account~~amount isthen ~~remote.~~on ~~Further,~~deposit ~~our~~in ~~sponsor~~the ~~may~~trust beaccount ~~liable~~including ~~only~~interest toearned ~~the extent necessary to ensure~~on ~~that~~ the ~~amounts~~funds held in the trust account ~~are~~and not ~~reduced~~previously ~~below~~released to us to pay our taxes (i)less up to $~~10.20~~100,000 ~~per~~of ~~public~~interest ~~share~~to orpay ~~(ii~~dissolution expenses) ~~such~~, ~~lesser~~divided ~~amount~~by ~~per~~the number of then outstanding public ~~share held~~shares, inwhich ~~the~~redemption ~~trust~~will ~~account~~completely extinguish public stockholders’ rights as ofstockholders (including the ~~date~~right ofto ~~the~~receive ~~liquidation~~further ofliquidating ~~the~~distributions, ~~trust~~if ~~account~~any), ~~due~~subject to ~~reductions~~applicable inlaw, ~~value~~and of(iii) as promptly ~~the~~as ~~trust~~reasonably ~~assets,~~possible ~~in each~~following ~~case~~such ~~net~~redemption, ofsubject to the ~~amount~~approval of ~~interest~~our ~~withdrawn~~remaining tostockholders ~~pay~~and ~~taxes,~~our ifboard ~~any~~of directors, dissolve and ~~will~~liquidate, ~~not~~subject bein ~~liable~~each ascase to ~~any~~our ~~claims~~obligations under ~~our~~Delaware ~~indemnity~~law ~~of the~~to ~~underwriters~~provide for claims of creditors and the ~~IPO~~requirements of ~~against~~other ~~certain~~applicable ~~liabilities~~law. Accordingly, ~~including~~it ~~liabilities~~is ~~under~~our ~~the~~intention ~~Securities~~to ~~Act.~~redeem Inour ~~the~~public ~~event~~shares ~~that~~as ansoon ~~executed~~as reasonably possible following our 18th ~~waiver~~month isand, ~~deemed~~therefore, we do not intend to becomply ~~unenforceable~~with ~~against~~those aprocedures. ~~third~~As ~~party~~such, our ~~sponsor~~stockholders ~~will~~could ~~not~~potentially be ~~responsible~~liable for any claims to the extent of distributions received by them (but no more) and any liability ~~for~~of ~~such~~our stockholders may extend well beyond the third~~-party~~ ~~claims~~anniversary of such date.

IfBecause we ~~file~~will anot ~~bankruptcy~~be ~~petition~~complying orwith anSection 280, ~~involuntary~~Section 281(b) ~~bankruptcy~~of ~~petition~~the isDGCL ~~filed~~requires ~~against~~ us ~~that~~to isadopt ~~not~~a ~~dismissed~~plan, ~~the~~based ~~proceeds~~on ~~held~~facts inknown ~~the~~to ~~trust~~us ~~account~~at ~~could~~such betime ~~subject~~that will toprovide ~~applicable~~for ~~bankruptcy~~our ~~law,~~payment of all existing and pending claims or claims that may be ~~included~~potentially inbrought ~~our~~against ~~bankruptcy~~us ~~estate~~within ~~and~~the ~~subject~~subsequent 10 years. toHowever, ~~the~~because ~~claims~~we ofare ~~third~~a ~~parties~~blank ~~with~~check ~~priority~~company, ~~over the~~rather ~~claims~~than ofan operating company, and our ~~stockholders.~~operations Towill ~~the~~be ~~extent~~limited ~~any~~to searching ~~bankruptcy~~for ~~claims~~prospective ~~deplete~~target ~~the~~businesses ~~trust~~to ~~account~~acquire, wethe ~~cannot~~only ~~assure~~likely ~~you~~claims weto ~~will~~arise would be ~~able~~from toour vendors (such as lawyers, investment ~~return~~bankers, ~~$10~~etc.20) ~~per~~or ~~share~~prospective totarget ~~our~~businesses. ~~public~~As ~~stockholders.~~described ~~Additionally~~above, ifpursuant weto ~~file~~the aobligation ~~bankruptcy~~contained ~~petition~~in orour anunderwriting ~~involuntary bankruptcy petition~~agreement, iswe ~~filed~~will ~~against~~seek usto ~~that~~have isall ~~not~~vendors, ~~dismissed~~service providers, ~~any~~prospective ~~distributions~~target ~~received~~businesses byor ~~stockholders~~other ~~could~~entities bewith ~~viewed~~which ~~under~~we ~~applicable~~do ~~debtor/creditor~~business execute ~~and/or~~agreements ~~bankruptcy~~with ~~laws~~us aswaiving ~~either~~any aright, ~~“preferential~~title, ~~transfer”~~interest or aclaim ~~“fraudulent~~of ~~conveyance~~any kind in or to any monies held in the trust account.” As a result of this obligation, athe ~~bankruptcy court~~claims that could ~~seek~~be tomade ~~recover~~against ~~some~~us orare ~~all~~significantly ~~amounts~~limited ~~received~~and bythe ~~our~~likelihood ~~stockholders~~that any claim that would result in any liability extending to the trust account is remote. ~~Furthermore~~Further, our ~~board~~sponsor ~~of directors~~ may be ~~viewed~~liable asonly ~~having breached~~to ~~its~~the ~~fiduciary~~extent ~~duty~~necessary to ~~our~~ensure that ~~creditors~~the ~~and/~~amounts in the trust account are not reduced below (i) $10.20 per public share or ~~may~~(ii) such ~~have~~lesser ~~acted~~amount per public share held in ~~bad~~the ~~faith,~~trust ~~thereby~~account ~~exposing~~as ~~itself~~of ~~and~~the ~~our~~date ~~company~~of tothe ~~claims~~liquidation of ~~punitive~~ ~~damages~~the trust account, bydue ~~paying~~to ~~public~~reductions ~~stockholders~~in ~~from~~value of the trust ~~account~~assets, ~~prior~~in each tocase ~~addressing~~net of the amount of interest withdrawn to pay taxes, if any, and will not be liable as to any claims under our indemnity of the ~~creditors~~underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. WeIn ~~cannot~~the ~~assure you~~event that ~~claims~~an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be ~~brought~~responsible ~~against~~to usthe extent of any liability for ~~these~~such third-party ~~reasons~~claims.

~~Our~~If ~~public~~we ~~stockholders~~file ~~will~~a bankruptcy bepetition ~~entitled~~or toan ~~receive~~involuntary ~~funds~~bankruptcy ~~from~~petition ~~the~~is ~~trust~~filed ~~account~~against ~~only~~us ~~upon~~that ~~the~~is ~~earlier~~not ~~to occur of: (i) the completion of our initial business combination~~dismissed, ~~(ii)~~ the ~~redemption~~proceeds ofheld ~~any public shares properly tendered~~ in ~~connection~~the ~~with~~trust aaccount ~~stockholder~~could be ~~vote~~subject to ~~amend~~applicable ~~any~~bankruptcy ~~provisions of~~law, ~~our amended~~ and ~~restated~~may ~~certificate~~be ofincluded ~~incorporation~~in ~~(A) to~~our ~~modify~~bankruptcy ~~the~~estate ~~substance~~and orsubject ~~timing~~to of the ~~ability~~claims of ~~holders~~third ofparties ~~our~~with ~~public~~priority ~~shares~~over tothe ~~seek~~claims ~~redemption~~of ~~in connection with~~ our ~~initial~~stockholders. ~~business~~To ~~combination~~the orextent ~~our~~any ~~obligation~~bankruptcy toclaims ~~redeem~~deplete ~~100%~~the oftrust ~~our~~account, ~~public shares if~~ we docannot ~~not~~assure ~~complete~~you ~~our~~we will ~~initial~~be ~~business~~able ~~combination~~to ~~within~~return 18$10.20 ~~months~~per ~~from~~share ~~the closing of the IPO or (B) with respect~~ to ~~any~~our ~~other provision~~public ~~relating to~~ stockholders’. ~~rights~~Additionally, orif ~~pre-initial~~we ~~business~~file ~~combination~~a ~~activity,~~bankruptcy ~~and~~petition ~~(iii) the~~or ~~redemption~~an ~~of all of~~involuntary ~~our~~bankruptcy ~~public~~petition ~~shares~~is iffiled weagainst ~~are~~us ~~unable~~that tois ~~complete~~not ~~our~~dismissed, ~~business~~any ~~combination~~distributions ~~within~~received 18by ~~months~~stockholders ~~from~~could ~~the~~be ~~closing~~viewed ofunder ~~the IPO, subject to~~ applicable ~~law.~~debtor/creditor Inand/or nobankruptcy ~~other~~laws ~~circumstances~~as ~~will~~either a ~~stockholder~~“preferential ~~have~~transfer” ~~any right~~ or ~~interest~~a of“fraudulent ~~any~~conveyance.” ~~kind~~As toa result, ora inbankruptcy ~~the~~court ~~trust~~could ~~account.~~seek Into ~~the~~recover ~~event~~some ~~we seek~~or ~~stockholder~~all ~~approval~~amounts inreceived ~~connection~~by ~~with~~ our ~~initial~~stockholders. ~~business combination~~Furthermore, aour ~~stockholder’s~~board ~~voting~~of ~~in connection with the initial~~directors ~~business~~may ~~combination~~be ~~alone~~viewed ~~will~~as ~~not~~having ~~result~~breached ~~in a stockholder’s redeeming~~ its ~~shares~~fiduciary duty to usour ~~for~~creditors anand/or ~~applicable~~may ~~pro~~have ~~rata~~acted ~~share~~in ofbad ~~the trust~~faith, ~~account.~~thereby ~~Such~~exposing ~~stockholder~~itself ~~must~~and our ~~have~~company ~~also~~to ~~exercised~~claims ~~its~~of ~~redemption~~punitive ~~rights~~damages, asby ~~described~~paying ~~above.~~public ~~These~~stockholders ~~provisions~~from ofthe ~~our~~trust ~~amended~~account ~~and restated~~prior ~~certificate~~to ofaddressing ~~incorporation,~~the ~~like~~claims ~~all provisions~~ of ~~our~~creditors. We ~~amended~~cannot ~~and~~assure ~~restated~~you ~~certificate~~that ofclaims ~~incorporation,~~will ~~may~~not be ~~amended~~brought ~~with a~~against ~~stockholder~~us ~~vote~~for these reasons.

~~Facilities~~18

Our ~~executive~~public ~~offices~~stockholders ~~are~~will ~~located~~be ~~450~~entitled ~~Post~~to ~~Road~~receive ~~East,~~funds ~~Westport~~from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination, CT(ii) the ~~06880~~redemption ~~and~~of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our ~~telephone~~amended ~~number~~and isrestated certificate of incorporation (~~203~~A) to ~~353-8610.~~modify ~~Our~~the ~~executive~~substance ~~offices~~or ~~are~~timing ~~provided~~of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares usif bywe do not complete our ~~sponsor.~~initial ~~Commencing~~business oncombination within 18 months from the ~~date~~closing of ~~our~~the IPO 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~~are ~~agreed~~unable to ~~pay~~complete anour ~~affiliate~~business combination within 18 months from the closing of ~~our~~the ~~sponsor~~IPO, subject to applicable law. In no other circumstances will a ~~total~~stockholder have any right or interest of ~~$10~~any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination,~~000~~ ~~per~~a ~~month~~stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for ~~office~~an ~~space,~~applicable ~~utilities~~pro ~~and~~rata ~~secretarial~~share ~~and~~of ~~administrative~~the trust ~~support~~account. WeSuch ~~consider~~stockholder must have also exercised its redemption rights as described above. These provisions of our ~~current~~amended ~~office~~and restated ~~space~~certificate ~~adequate~~of ~~for~~incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with ~~current~~a ~~operations~~stockholder vote.

22Facilities

~~Employees~~Our executive offices are located 450 Post Road East, Westport, CT 06880 and our telephone number is (203) 353-8610. Our executive offices are provided to us by our sponsor. Commencing on the date of our IPO, we have agreed to pay an affiliate of 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.

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

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

WePeriodic ~~have~~Reporting ~~registered our units, common stock~~ and ~~warrants~~Financial 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 accountants.Information

We ~~will~~have ~~provide~~registered ~~stockholders with~~our audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihoodunits, ~~these financial statements will need to be prepared~~ incommon ~~accordance~~stock ~~with, or reconciled to, GAAP, or IFRS, depending on the circumstances,~~ and ~~the~~warrants ~~historical~~under ~~financial statements may be required to be audited in accordance with~~ the ~~standards~~Exchange ofAct ~~the~~and ~~PCAOB.~~have ~~These~~reporting ~~financial~~obligations, ~~statement~~including ~~requirements may limit~~ the ~~pool~~requirement ofthat ~~potential targets~~ we ~~may~~file ~~conduct~~annual, ~~an initial business combination with because some targets may be unable to provide such statements in time for us to disclose~~quarterly ~~such~~and ~~statements~~current inreports ~~accordance~~ with ~~federal proxy rules and complete our initial business combination within~~ the ~~prescribed time frame~~SEC. We ~~cannot~~In ~~assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in~~ accordance with ~~GAAP or that~~ the ~~potential target business will be able to prepare its financial statements in accordance with the~~ requirements ~~outlined~~of ~~above. To~~ the ~~extent~~Exchange ~~that these requirements cannot be met~~Act, weour ~~may~~annual ~~not~~reports bewill ~~able~~contain ~~to acquire the~~financial ~~proposed~~statements ~~target~~audited ~~business.~~and ~~While~~reported ~~this~~on ~~may~~by ~~limit~~our ~~the~~independent ~~pool~~registered ofpublic ~~potential business combination candidates, we do not believe that this limitation will be material~~accountants.

We will beprovide ~~required to evaluate~~stockholders ~~our~~with ~~internal~~audited ~~control~~financial ~~procedures~~statements ~~for~~of the ~~fiscal~~prospective ~~year~~target ~~ending~~business ~~December 31, 2022~~ as ~~required~~part byof the ~~Sarbanes-Oxley~~tender ~~Act.~~offer ~~Only~~materials inor ~~the~~proxy ~~event~~solicitation materials wesent ~~are~~to ~~deemed~~stockholders to beassist athem ~~large~~in ~~accelerated~~assessing ~~filer~~the ortarget anbusiness. ~~accelerated~~In ~~filer~~all likelihood, ~~and~~these nofinancial ~~longer~~statements ~~qualify~~will asneed anto ~~emerging~~be ~~growth~~prepared in ~~company~~accordance with, ~~will~~or wereconciled ~~be required~~ to, ~~have~~GAAP, ~~our~~or ~~internal~~IFRS, ~~control~~depending ~~procedures~~on ~~audited.~~the Acircumstances, ~~target~~and ~~company~~the historical financial statements may ~~not~~be required to be audited in ~~compliance~~accordance with the ~~provisions~~standards of the ~~Sarbanes-Oxley Act~~PCAOB. ~~regarding~~These ~~adequacy~~financial ofstatement ~~their~~requirements ~~internal~~may ~~controls.~~limit ~~The~~the ~~development~~pool of ~~the~~potential ~~internal~~targets we ~~controls~~may ofconduct ~~any~~an ~~such~~initial ~~entity~~business combination with because some targets may be unable to ~~achieve~~provide ~~compliance~~such statements in time for us to disclose such statements in accordance with ~~the~~federal ~~Sarbanes-Oxley~~proxy ~~Act~~rules ~~may~~and ~~increase~~complete our initial business combination within the prescribed time ~~and~~frame. We ~~costs~~cannot ~~necessary~~assure toyou ~~complete~~that any ~~such~~particular target business identified by us as a potential business combination. Wecandidate will have nofinancial statements ~~current~~prepared ~~intention of~~in ~~filing~~accordance awith ~~Form 15~~GAAP or that the potential target business will be able to ~~suspend~~prepare ~~our~~its ~~reporting~~financial orstatements ~~other~~in accordance ~~obligations~~with ~~under~~the requirements outlined above. To the ~~Exchange~~extent ~~Act~~that ~~prior~~these orrequirements ~~subsequent~~cannot be met, we may not be able to ~~the~~acquire ~~consummation~~the ofproposed ~~our~~target ~~initial~~business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are 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 during the prior three-year period.19

~~ITEM~~We 1Aare required to evaluate our internal control procedures for the fiscal year ended December 31, 2022 as required by the Sarbanes-Oxley Act. ~~RISK~~Only ~~FACTORS~~in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

AsWe awill ~~smaller~~remain ~~reporting~~an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are ~~not~~deemed ~~required~~ to ~~make~~be a ~~disclosures~~large ~~under~~accelerated ~~this~~filer, ~~Item~~which means the market value of our shares of common stock that are 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 during the prior three-year period.

ITEM 1B1A. ~~UNRESOLVED~~RISK ~~STAFF COMMENTS~~FACTORS

~~Not~~As ~~applicable~~a smaller reporting company, we are not required to make disclosures under this Item.

23ITEM 1B. UNRESOLVED STAFF COMMENTS

~~ITEM~~Not 2applicable. ~~PROPERTIES~~

~~Our~~ITEM ~~executive offices are located 450 Post Road East, Westport, CT 06880 and our telephone number is (203) 353-8610~~2. Our executive offices are provided to us by our sponsor. Commencing on the date of our IPO, we have agreed to pay an affiliate of 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.PROPERTIES

~~ITEM~~Our 3executive offices are located 450 Post Road East, Westport, CT 06880 and our telephone number is (203) 353-8610. ~~LEGAL~~Our ~~PROCEEDINGS~~executive offices are provided to us by our sponsor. Commencing on the date of our IPO, we have agreed to pay an affiliate of 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.

WeITEM ~~may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time~~3. WeLEGAL are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.PROCEEDINGS

~~ITEM~~We 4may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. ~~MINE~~We ~~SAFETY~~are ~~DISCLOSURES~~not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

~~Not~~ITEM ~~Applicable~~4. MINE SAFETY DISCLOSURES

24Not Applicable.

~~part II~~20

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

~~Holders~~Our units began to trade on The New York Stock Exchange, under the symbol “WRAC.U” on July 27, 2021. The shares of ~~Record~~common stock and warrants comprising the units began separate trading on the NYSE on September 16, 2021, under the symbols “WRAC” and “WRAC.W”, respectively. On February 7, 2023, trading of our securities on the NYSE was suspended as we had failed to comply with a continuing listing standard. Effective February 15, 2023, the units, common stock and warrants were transferred to NYSE American.

AsHolders of December 31, 2021, there were 28,750,000 of our shares of common stock issued and outstanding held by one stockholder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.Record

~~Dividends~~As of December 31, 2022, there were 3,466,135 shares of our common stock that were issued and sold in our IPO that remained issued and outstanding held by one stockholder of record. The number of record holders does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.Dividends

~~Securities~~We ~~Authorized~~have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for ~~Issuance~~use ~~Under~~in ~~Equity~~our business operations and, accordingly, our board of directors does not anticipate declaring any dividends ~~Compensation~~in ~~Plans~~the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~None.~~Securities Authorized for Issuance Under Equity Compensation Plans

~~Recent Sales of Unregistered Securities~~None.

~~None.~~Recent Sales of Unregistered Securities

~~Use of Proceeds~~None.

~~Not~~Use ~~applicable~~of Proceeds

~~Purchases~~Not ~~of Equity Securities by the Issuer and Affiliated Purchasers~~applicable

~~None.~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~ITEM 6~~None. ~~[RESERVED]~~

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

25Not applicable

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~21

~~References~~ITEM ~~to the “Company,” “our,” “us” or “we” refer to Williams Rowland Acquisition Corp~~7. ~~The following discussion and analysis of the Company~~MANAGEMENT’sS ~~financial~~DISCUSSION ~~condition~~AND ~~and~~ANALYSIS ~~results~~OF ofFINANCIAL ~~operations~~CONDITION ~~should~~AND beRESULTS ~~read~~OF in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.OPERATIONS

~~Cautionary~~References ~~Note~~to ~~Regarding~~the ~~Forward~~“Company,” “our,” “us” or “we” refer to Williams Rowland Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-~~Looking~~looking ~~Statements~~statements that involve risks and uncertainties.

~~This~~Cautionary ~~Annual~~Note ~~Report~~Regarding ~~on Form 10~~Forward-KLooking includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.Statements

~~Overview~~This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

~~We are a blank check company incorporated as a Delaware corporation on March 10, 2021. We were incorporated for the purpose of effecting a Business Combination.~~Overview

AsWe ofare ~~December~~a ~~31,~~blank ~~2021,~~check company weincorporated ~~have~~as ~~not~~a ~~yet~~Delaware ~~commenced~~corporation ~~operations.~~on ~~All activity for the period from~~ March 10, 2021 ~~(inception) through December 31, 2021 relates to our formation and the initial public offering (the “Initial Public Offering”), which is described below~~. We ~~will~~were ~~not~~incorporated ~~generate any~~for ~~operating revenues until after~~ the ~~completion~~purpose of ~~our~~effecting ~~initial~~a Business Combination~~, at the earliest~~. ~~We generate non-operating income in the form of interest income from the proceeds held in the Trust Account. We have selected December 31 as our fiscal year end.~~

~~Our~~As ~~Sponsors~~of ~~are~~December ~~Williams Rowland Sponsor LLC~~31, ~~a Delaware limited liability~~2022, ~~company~~we ~~and~~have ~~Wrac,~~not ~~Ltd,~~yet acommenced ~~Guernsey company~~operations. ~~The~~All ~~registration~~activity ~~statement~~ for ~~our~~the ~~Initial~~period ~~Public~~from ~~Offering~~March ~~was~~10, ~~declared~~2021 ~~effective~~(inception) onthrough ~~July~~December 2631, 2022 relates to ~~2021.~~our Onformation ~~July~~and ~~29,~~the ~~2021,~~initial wepublic ~~consummated~~offering (the “Initial Public Offering ~~of 20~~”),~~000,000~~ ~~units~~which ~~(the~~is ~~“Units”~~described ~~and~~below, ~~with~~as ~~respect~~well toas the ~~shares~~ pursuit of ~~Common~~a ~~Stock~~business ~~included~~combination. inWe ~~the~~will ~~Units~~not ~~offered,~~generate ~~the~~any ~~“Public~~operating ~~Shares”),~~revenues atuntil ~~$10.00~~after ~~per~~the ~~Unit,~~completion ~~generating~~of ~~gross~~our ~~proceeds~~initial Business Combination, ofat ~~$200~~the ~~million~~earliest. OnWe ~~August~~generate 5,non-operating ~~2021,~~income in the ~~underwriter~~form ~~fully~~of ~~exercised~~interest ~~its~~income ~~option~~from ~~and~~the ~~purchased~~proceeds ~~3,000,000~~held ~~additional~~in ~~Units,~~the ~~generating~~Trust ~~gross~~Account. We have ~~proceeds~~selected ofDecember ~~$30~~31 ~~million~~as ~~(the~~our ~~“Over-Allotment”)~~fiscal year end.

~~Simultaneously~~Our ~~with~~Sponsors ~~the~~are ~~closing~~Williams ofRowland ~~the~~Sponsor ~~Initial~~LLC, a Delaware limited liability company and WRAC, Ltd, a Guernsey company. The registration statement for our Initial Public Offering was declared effective on July 26, 2021. On July 29, 2021, we consummated the ~~Private~~Initial ~~Placement~~Public Offering of 920,~~900~~000,000 ~~Private~~units (the ~~Placement~~“Units” ~~Warrants~~and, atwith arespect ~~price~~to ofthe ~~$1.00~~shares ~~per Private~~of ~~Placement~~Common ~~Warrant~~Stock toincluded in the ~~Sponsor~~Units offered, ~~generating~~the ~~proceeds~~“Public ofShares”), at ~~approximately~~ $910.900 ~~million.~~per ~~Concurrent~~Unit, ~~with~~generating ~~the~~gross ~~consummation~~proceeds of ~~the~~$200 ~~Over-Allotment on~~million. On August 5, 2021, the ~~Sponsors~~underwriter ~~purchased~~fully 1exercised its option and purchased 3,~~200~~000,000 additional ~~Private Placement Warrants~~Units, generating gross proceeds of $~~1,200,000~~30 inmillion (the ~~Second Private Placement~~“Over-Allotment”).

~~Transaction~~Simultaneously ~~costs~~with the closing of the ~~IPO~~ ~~and~~Initial ~~subsequent~~Public ~~Over-Allotment~~Offering, ~~exercise~~we ~~amounted~~consummated tothe ~~$16,074,841,~~Private ~~comprised~~Placement of $49,~~600~~900,000 ofPrivate ~~underwriting~~Placement ~~discount~~Warrants, ~~$8,050,000~~at a price of ~~deferred~~$1.00 per ~~underwriting~~Private ~~discount,~~Placement $2Warrant to the Sponsor,~~772,169~~ generating proceeds of ~~fair~~approximately ~~value~~$9.9 million. Concurrent with the consummation of ~~shares~~the Over-Allotment ~~transferred~~on toAugust ~~Anchor~~5, ~~Investors~~2021, ~~and~~the ~~$652~~Sponsors purchased 1,~~672~~200,000 additional Private Placement Warrants, generating proceeds of ~~other~~$1,200,000 in ~~offering~~the ~~costs~~Second Private Placement.

~~Upon~~Transaction ~~the~~costs ~~closing~~ of the ~~Initial Public Offering and the Private Placement~~ onIPO ~~July 29, 2021,~~ and ~~the~~subsequent Over-Allotment ~~and~~exercise ~~Second~~amounted ~~Private~~to ~~Placement on August 5~~$16, ~~2021~~074,841, ~~approximately~~comprised ~~$234.6~~of ~~million (~~$~~10.20~~4,600,000 ~~per Unit)~~ of ~~the~~underwriting net proceeds of the Initial Public Offering and the Private Placement was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940discount, ~~as amended~~$8,050,000 ~~(the “Investment Company Act”)having a maturity~~ of ~~185 days or~~deferred ~~less~~underwriting ~~or in money market funds meeting certain conditions under Rule 2a-7 promulgated under Investment Company Act~~discount, ~~which invest only in direct U.S. government treasury obligations~~$2, ~~as determined by us~~772,169 ~~until~~of ~~the~~fair ~~earlier~~value of: ~~(i)~~shares ~~the~~transferred ~~completion~~to ofAnchor aInvestors, ~~Business Combination~~ and ~~(ii)~~ ~~the~~$652,672 ~~distribution~~ of ~~the~~other ~~Trust~~offering ~~Account as described below~~costs.

26Upon the closing of the Initial Public Offering and the Private Placement on July 29, 2021, and the Over-Allotment and Second Private Placement on August 5, 2021, approximately $234.6 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and the Private Placement was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

If we are unable to complete a Business Combination ~~within~~by ~~18 months from~~ the ~~closing~~Extended ~~of the Initial Public Offering~~Date, ~~or January 29, 2023 (the “Combination Period”),~~ we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and 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 ~~Shareholder~~Stockholder’s rights as ~~shareholders~~ 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 remaining ~~shareholders~~ stockholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), our obligation under requirements of applicable law.

~~Liquidity and Going Concern~~22

AsExtension ~~of December 31, 2021, we had $613,068 in our operating bank account and working capital of $309,265.~~Meeting

~~Our~~On ~~liquidity~~December ~~needs~~22, up2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting stockholders voted on and approved an amendment (the “Extension Amendment”) to ~~December~~the ~~31,~~Company’s ~~2021~~amended ~~had~~and restated certificate of incorporation to extend ~~been~~the ~~satisfied~~deadline ~~through~~by awhich ~~capital~~the ~~contribution~~Company must complete an initial business combination from ~~the~~January ~~Sponsors~~29, of2023 ~~$25~~to July 29,~~000~~ 2023 (~~see~~or, ~~Notes~~if not a business day, to the ~~Financial~~next ~~Statements~~business day (the “Extended Date”). ~~for~~In connection with the ~~founder~~approval of the Extension Amendment, the Company was required to give holders of its shares ~~and~~of Common Stock sold to the ~~loan~~public ~~under~~(the “Public Shares”) the right to redeem their shares. Holders of an ~~unsecured~~aggregate ~~promissory~~of ~~note~~19,533,865 Public Shares exercised their redemption rights and did not subsequently reverse that decision. The per share redemption price was $10.31. After the redemption, there was 3,466,135 Public Shares along with the 5,750,000 shares of Common Stock originally issued to the founders (the “Founders Shares”) that remained outstanding as of December 31, 2022.

WeAt ~~anticipate~~December ~~that~~31, ~~the $613~~2022,~~068 outside~~ ofthe remaining balance in the ~~Trust~~trust ~~Account~~account asafter ofthe ~~December~~redemptions ~~31,~~in ~~2021,~~connection ~~might~~with ~~not~~the beExtension ~~sufficient~~Amendment towas ~~allow~~$35,902,882. usNone toof ~~operate~~the ~~until~~remaining funds ~~January~~held ~~29,~~in ~~2023,~~trust will be released from the ~~Combination~~trust ~~Period~~account, ~~assuming~~ ~~that~~other athan ~~Business~~interest ~~Combination~~income isto ~~not~~pay ~~consummated~~any ~~during~~tax ~~that~~obligations ~~time.~~until ~~Until~~the ~~consummation~~earlier of (i) our ~~Business~~consummation ~~Combination,~~of weour ~~will~~initial bebusiness ~~using the~~combination, ~~funds~~and ~~not~~then ~~held~~only in ~~the~~connection ~~Trust~~with ~~Account,~~those ~~and~~shares ~~any~~of ~~additional~~common ~~Working~~stock ~~Capital~~that ~~Loans~~such ~~from~~stockholder properly ~~the~~elected ~~initial~~to ~~stockholders~~redeem, ~~our~~subject ~~officers~~to ~~and~~the ~~directors, or~~limitations ~~their~~described ~~respective affiliates~~herein, ~~for~~(ii) ~~identifying~~the ~~and~~redemption ~~evaluating~~of ~~prospective~~our ~~acquisition~~public ~~candidates,~~shares ~~performing~~if ~~business~~we ~~due~~are ~~diligence~~unable onto ~~prospective~~consummate ~~target~~our ~~businesses,~~initial ~~traveling~~business tocombination ~~and~~by ~~from~~ the ~~offices~~Extended Date, ~~plants~~ or ~~similar~~(iii) ~~locations~~if ofwe ~~prospective~~seek ~~target~~to ~~businesses,~~further ~~reviewing corporate~~amend ~~documents~~our ~~and~~certificate ~~material~~of ~~agreements~~incorporation to ofaffect ~~prospective~~the ~~target~~substance ~~businesses,~~or ~~selecting~~timing ~~the~~of ~~target~~our ~~business~~obligation to ~~acquire~~redeem ~~and~~all ~~structuring, negotiating~~public ~~and~~shares ~~consummating~~if ~~the~~we cannot complete an initial business combination by such further extended date.

~~On September 7~~Liquidity, ~~2021,~~Capital weResources ~~executed a promissory note to the Sponsors for an amount of $500,000 (the “Promissory Note”). The Promissory Note is not interest bearing~~ and ~~is repayable~~Going atConcern the earlier of the date of when we consummate a Business Combination with another entity, the date on which we determine to liquidate or December 31, 2023. At the option of the Sponsors, in lieu of cash payment of the principal, the Sponsors may receive warrants to purchase Common Stock. As of December 31, 2021, we had borrowed $125,000 under the Promissory Note, which remained outstanding.

WeAs ~~can raise additional capital through Working Capital Loans from the initial stockholders, our officers, directors, or their respective affiliates, or through loans from third parties. None~~ of ~~the~~December ~~Sponsors~~31, ~~officers or directors are under any obligation~~2022, ~~except as described above, to advance funds to, or to invest in,~~ ~~us. If~~ we ~~are~~had ~~unable to raise additional capital~~$483,937 wein ~~may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of~~ our ~~business~~operating ~~plan,~~bank account and ~~reducing~~working ~~overhead~~capital ~~expenses. We~~deficiency cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of ~~time~~$296, ~~which is considered to be one year from the issuance date of the financial statements~~666.

WeOur ~~have~~liquidity ~~until~~needs ~~January~~up ~~29,~~to ~~2023~~December to31, ~~consummate~~2022, ahad ~~Business~~been ~~Combination.~~satisfied Itthrough ~~is uncertain that we will be able consummate~~ a ~~Business~~capital ~~Combination~~contribution ~~within~~from the ~~Combination Period.~~Sponsors Ifof a$25,000 ~~Business~~(see ~~Combination~~Notes isto ~~not~~the ~~consummated~~financial ~~within~~statements) for the ~~Combination~~founder ~~Period,~~shares ~~there will be a mandatory liquidation~~ and ~~subsequent dissolution. In connection with our assessment of going concern considerations in accordance with~~ the ~~authoritative~~loan ~~guidance~~under ~~FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties About~~ an ~~Entity’s~~unsecured ~~Ability~~promissory ~~to Continue as a Going Concern”~~note, ~~management~~from ~~has determined that~~ the ~~liquidity condition~~Sponsors, ~~mandatory~~initially ~~liquidation,~~of ~~and~~up ~~subsequent~~to ~~dissolution~~$600,000 ~~should we be unable~~ to ~~complete~~cover aexpenses related ~~Business Combination, raises substantial doubt about our ability~~ to ~~continue~~the asInitial aPublic ~~going concern~~Offering. NoThis ~~adjustments have~~loan ~~been~~was ~~made~~repaid toand ~~the~~cancelled ~~carrying~~upon ~~amounts~~consummation of ~~assets~~IPO and ~~liabilities~~is ~~should~~no welonger beavailable ~~required~~for toliquidity needs ~~liquidate~~as ~~after~~of ~~January~~December 2931, ~~2023~~2022.

~~Results~~We anticipate that the $483,937 outside of ~~Operations~~the Trust Account as of December 31, 2022, will not be sufficient to allow us to operate until the Extended Date, assuming that a Business Combination is not consummated during that time. Until consummation of our Business Combination, we will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the initial stockholders, our officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

~~All~~On ofSeptember ~~our activity from March 10~~7, 2021, we ~~(inception)~~executed ~~through~~the ~~December~~Promissory ~~31,~~Note ~~2021,~~to ~~was~~the inSponsors ~~preparation~~ for an ~~Initial~~amount ~~Public~~of ~~Offering~~$500,000. ~~and~~The ~~since~~Promissory ~~our~~Note ~~Initial~~is ~~Public Offering~~a part of $1,000,000 ~~our~~working capital ~~activity~~facility ~~has~~described ~~been~~in ~~limited~~the Note 5 to the ~~search~~financial ~~for~~statements. aThe ~~prospective~~Promissory ~~initial~~Note is non-interest bearing and is repayable at the earlier of the date of when the Company consummates a Business Combination with another entity, the date on which the Company determines to liquidate or December 31, 2023. WeAt ~~will~~the ~~not~~option ~~generate~~of ~~any~~the ~~operating~~Sponsors, in lieu of cash payment of the principal, the Sponsors ~~revenues~~may ~~until~~receive warrants to purchase Common Stock of the ~~closing~~Company. ~~and~~On ~~completion~~November 15, 2021 the Company borrowed $125,000 under the Promissory Note which remained outstanding as of ~~our~~December ~~initial~~31, ~~Business~~2022 ~~Combination~~and 2021.

~~For~~On June 29, 2022, the ~~period~~Company entered ~~from~~into ~~March~~a ~~10,~~second ~~2021~~promissory ~~(inception)~~note ~~through~~to ~~December~~the 31Sponsor for the amount of $250, ~~2021,~~000. weThe ~~had~~note ais ~~loss~~non-interest bearing and is payable at the earlier of the date on which the Maker consummates an initial business combination and January 26, 2023. The Company borrowed $~~707~~250,~~333,~~000 under this promissory note which ~~consisted~~was ~~solely~~outstanding as of ~~formation~~December ~~and~~31, ~~operating~~2022. ~~costs~~On ofJanuary ~~$753~~20,~~959~~ 2023, ~~offset~~the byterms ~~trust~~of ~~interest~~repayment ~~income~~of this note were amended to extend its maturity date to the earlier of ~~$46~~the close of its initial business combination or August 31,~~626~~ 2023.

27On September 20, 2022, the Company entered into a third promissory note to the Sponsor for the amount of $300,000. The note is non-interest bearing and is payable at the earlier of the date on which the Maker consummates an initial business combination and January 26, 2023. The Company borrowed $300,000 under this promissory note which was outstanding as of December 31, 2022. On January 20, 2023, the terms of repayment of this note were amended to extend its maturity date to r the earlier of the close of its initial business combination or August 31, 2023.

~~Contractual~~Both ~~Obligations~~promissory notes entered into in 2022, totaling $550,000 do not contain conversion provisions.

~~Underwriting~~We ~~Agreement~~can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates or through loans from third parties. None of the Sponsors, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~The~~We ~~underwriter~~have isuntil ~~entitled~~the Extended Date to $0consummate a Business Combination.35 ~~per~~It ~~unit,~~is oruncertain ~~approximately~~that $7it will be able consummate a Business Combination within the Combination Period.0 ~~million~~If ina Business Combination is not consummated within the ~~aggregate~~Combination Period, ~~which~~there will be ~~payable~~a tomandatory liquidation and subsequent dissolution. In connection with the ~~underwriter~~Company’s ~~for~~assessment ~~deferred~~of ~~underwriting~~going concern considerations in accordance with the authoritative guidance ~~commissions.~~FASB ~~The~~Accounting ~~deferred~~Standards ~~fee~~Update ~~will~~(“ASU”) ~~become~~Topic ~~payable~~2014-15, “Disclosure of Uncertainties About an Entity’s Ability to ~~the~~Continue ~~underwriter~~as ~~from~~a ~~the~~Going ~~amounts~~Concern”, ~~held~~management inhas determined that the ~~Trust~~potential ~~Account~~liquidity ~~solely~~and capital constraints as described above, in addition to potential mandatory liquidation, and subsequent dissolution, should the ~~event~~Company ~~that that~~be weunable to complete a Business Combination, raises ~~subject~~substantial doubt about the Company’s ability to continue as a going concern through the ~~terms~~earlier of one year from the ~~underwriting~~issuance date ~~agreement~~of these financial statements or July 29, 2023. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after July 29, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

In connection with the consummation of the Over-Allotment on August 5, 2021, the underwriter was paid an additional fee of $600,000 upon closing of the Over-Allotment and approximately $1.05 million in deferred underwriting commissions.23

~~Administrative~~Results ~~Support~~of ~~Agreement~~Operations

WeAll ~~agreed~~of toour ~~pay~~activity ~~the Sponsor~~from aMarch ~~total of $~~10,~~000~~ ~~per~~2021 ~~month,~~(inception) ~~commencing~~through onDecember ~~the~~31, ~~date~~2022, ofwas ~~listing~~in onpreparation ~~the~~for ~~NYSE,~~an ~~for~~Initial ~~office~~Public ~~space~~Offering, ~~utilities,~~and ~~secretarial~~since ~~and~~our ~~administrative~~Initial Public ~~support~~Offering, ~~services~~our ~~provided~~activity tohas ~~members~~been oflimited to the ~~management~~search ~~team.~~for ~~Upon~~a ~~completion~~prospective ~~of the~~ initial Business Combination. orWe ~~our~~will ~~liquidation,~~not generate any operating werevenues ~~will~~until ~~cease~~the ~~paying~~closing ~~these~~and ~~monthly~~completion ~~fees~~of our initial Business Combination.

~~Critical~~For ~~Accounting~~the ~~Policies~~year ended December 31, 2022, we had net income of $1,020,172, which consisted of trust interest income of $3,191,516, offset by formation and ~~Estimates~~operating costs of $1,570,699 and provision for income taxes of $600,645.

~~This~~For ~~management’s~~the ~~discussion and~~period ~~analysis~~from ~~of our financial condition and results of operations is based on our financial statements~~March 10, ~~which~~2021 ~~have~~(inception) ~~been~~through ~~prepared~~December ~~in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets~~31, ~~liabilities~~2021, ~~revenues~~we ~~and~~had ~~expenses~~a ~~and~~loss ~~the disclosure~~ of ~~contingent assets and liabilities in our financial statements. On an ongoing basis~~$707, ~~we evaluate our estimates and judgments~~333, ~~including~~which ~~those~~consisted ~~related to fair value~~ of ~~financial~~formation ~~instruments~~ and ~~accrued expenses.~~operating Wecosts ~~base~~of ~~our estimates on historical experience~~$753, ~~known trends and events and various other factors that we believe to be reasonable~~959, ~~under~~offset ~~the~~by ~~circumstances,~~trust ~~the~~interest ~~results~~income of ~~which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~$46,626. ~~Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:~~

~~Offering~~Contractual ~~costs associated with the Initial Public Offering~~Obligations

~~The~~Underwriting Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting, fair value of founder shares transferred to Anchor Investors, and other costs incurred through the balance sheet date that are related to the IPO. Offering costs amounted to $16,074,841, for the Initial Public Offering and subsequent over-allotment. Total amount of Offering costs is allocated between redeemable shares and Public Warrants based on their relative fair values.Agreement

~~Net~~The ~~Loss~~underwriter ~~Per~~is ~~Share~~entitled to $0.35 per unit, or approximately $7.0 million in the aggregate, which will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that that we complete a Business Combination, subject to the terms of the underwriting agreement.

~~The~~In ~~Company~~connection ~~complies~~ with the ~~accounting and disclosure requirements~~ consummation of ~~FASB ASC Topic 260, “Earnings Per Share.” The Company applies~~ the ~~two~~Over-~~class method~~Allotment inon ~~calculating~~August ~~earnings~~5, ~~per~~2021, ~~share. The contractual formula utilized to calculate~~ the ~~redemption~~underwriter ~~amount~~was ~~approximates~~paid ~~fair~~an ~~value. Changes~~additional infee ~~fair value are not considered a dividend~~ of ~~the~~$600,000 ~~purposes~~upon ofclosing ~~the numerator in the earnings per share calculation. Net loss per share~~ of ~~common stock is computed by dividing~~ the ~~pro~~Over-Allotment ~~rata net loss between the shares of redeemable common stock~~ and ~~the shares~~ ofapproximately ~~non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods~~$1.05 ~~The~~million ~~calculation of diluted income per share does not consider the effect of the warrants issued~~ in ~~connection~~deferred ~~with~~underwriting ~~the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive~~commissions.

~~Recent~~Total ~~Accounting~~deferred ~~Pronouncements~~underwriting commissions was $8,050,000 as December 31, 2022, and 2021.

InAdministrative ~~August~~Support 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company deferred application of ASU 2020-06 and is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Agreement

~~Off-Balance~~We agreed ~~Sheet~~to ~~Arrangements~~pay the Sponsor a total of $10,000 per month, commencing from the date of the IPO, for office space, utilities, secretarial and administrative support services provided to members of the management team. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees.

AsCritical ofAccounting ~~December~~Policies ~~31, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K~~ and ~~did not have any commitments or contractual obligations.~~Estimates

28This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:

Offering costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”. Offering costs consist of legal, accounting, underwriting, fair value of founder shares transferred to Anchor Investors, and other costs incurred through the balance sheet date that are related to the IPO. Offering costs amounted to $16,074,841, for the Initial Public Offering and subsequent over-allotment. Total amount of Offering costs is allocated between redeemable shares and Public Warrants based on their relative fair values.

Net Income (Loss) Per Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income (loss) per share of common stock is computed by dividing the pro rata net income (loss) between the shares of redeemable common stock and the shares of non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company deferred application of ASU 2020-06 and is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Off-Balance Sheet Financing Arrangements

As of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company we are not required to make disclosures under this Item.

Item 8. Financial Statements and Supplementary Data

~~Our~~This ~~financial~~information ~~statements~~appears following ~~and~~Item ~~the~~15 ~~notes~~of ~~thereto begin~~this onReport ~~page~~and ~~F-1~~is ofincluded ~~this~~herein ~~Annual~~by ~~Report~~reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, ~~such as this Report,~~ is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required ~~disclosure.~~ ~~Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our~~ disclosure ~~controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act~~. ~~Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to:~~

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the following unremediated material weaknesses that were determined to exist in the year ended December 31, 2021 and continue to exist as of December 31, 2022:

●

Failure to properly evaluate and account for complex financial instruments, including classification of common stock subject to possible redemption, recognition of the overallotment liability on the IPO date, evaluation of the accounting for a convertible promissory note, evaluation of fair value of shares issued to Anchor Investors and proper classification of amounts owing to related parties.

● Failure to accrue Connecticut Capital tax and NYSE American listing and annual fees in an appropriate and timely manner, overstatement of previously recorded amounts for Delaware Franchise tax, and FINRA fees, which necessitated the restatement of our September 30, ~~3021~~2021 Quarterly Report on Form 10-Q. Such restatement is included in the Note on Restatement of Previously Issued Financial Statements in ~~this~~the Annual Report on Form 10-K.

●

Failure to ensure completeness and accuracy of accruals, including unbilled legal expenses, as well as lack of review of the manual spreadsheet calculations.

These matters constitute material weaknesses in our internal control over financial reporting. In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

~~This~~As ~~Annual~~required ~~Report~~by onSEC rules ~~Form~~and ~~10-K~~regulations ~~does~~implementing ~~not~~Section ~~include~~404 aof ~~report~~the ofSarbanes-Oxley Act, our management’s ~~assessment~~is ~~regarding~~responsible for establishing and maintaining adequate internal control over financial reporting. orOur ~~an attestation~~internal ~~report~~control ofover ~~our~~financial ~~independent~~reporting ~~registered~~is ~~public~~designed ~~accounting~~to ~~firm~~provide ~~due~~reasonable toassurance regarding athe ~~transition~~reliability ~~period~~of ~~established~~financial byreporting ~~rules of~~and the ~~SEC~~ preparation of our financial statements for ~~newly~~external ~~public~~reporting ~~companies~~purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our 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, 2022. 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, due to our determination of the material weaknesses in our disclosure controls, as described above, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022.

Management has 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.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

~~Except~~There ~~as set forth above, there~~ were no changes in our internal control over financial 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.

~~ITEM~~Item 9B. ~~OTHER~~Other ~~INFORMATION~~Information

~~None.~~Not applicable

~~ITEM~~Item 9C. ~~DISCLOSURE~~Disclosure ~~REGARDING~~Regarding ~~FOREIGN~~Foreign ~~JURISDICTIONS~~Jurisdictions ~~THAT~~that ~~PREVENT INSPECTIONS~~Prevent Inspection

Not applicable.

2926

part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our officers and directors are as follows:

Name	Age	Position
David “Tiger” Williams	5960	Co-Chief Executive Officer and Director
Jonathan David Rowland	4647	Co-Chief Executive Officer and Director
Bobby Morovati	4950	Chief Financial Officer
Betsy L. Battle	6768	Independent Director
Tomago Collins	49	Independent Director
William C. Kunkler	65	Independent Director
William C. Kunkler	64	Independent Director
Youlanda D. Deveaux	58	Independent Director

David “Tiger” Williams is our Co-Founder and Co-Chief Executive Officer. Tiger is the Founder and Managing Member of Williams Trading LLC. Prior to founding Williams Trading, Tiger was an Associate Director at Tiger Management where he was responsible for trading the domestic equity portfolio from 1993 through 1997. Tiger began his career on Wall Street in 1987 as a member of the Principal Training Program at E. F. Hutton. In 1989, he joined First Boston as an Associate and Generalist Equity Sales Trader. In 1990, Tiger joined Needham and Co. as a Vice President and in 1991 moved to Donaldson Lufkin and Jenrette, also as a Vice President. Tiger received his Bachelor of Arts degree in Economics and Political Science at Yale University in 1984 and his Master’s in Business Administration from the Stern School of Business at New York University in 1989.

We believe that Tiger’s extensive experience in the financial services and investment industries make him well qualified to serve as a member of our board.

Jonathan David Rowland is our Co-Founder and Co-Chief Executive Officer. A banker and entrepreneur since the mid-1990’s, he is currently Founder and Executive Chairman of Mode Global Holdings (MODE.LN), that operates Mode, a digital bank, wallet and payments platform, and Co-Founder and Non-Executive Director of Redwood Bank, a UK-based technology-driven SME commercial lender, and has more than 25 years of experience as an investor and Director of public and private companies globally. He has led many investments in Financial Services and FinTech companies, including being an early investment in ZOPA in 2005, and leading the post-crisis restructuring of Kauphting Bank Luxembourg, renamed Banque Havilland, and being the bank’s CEO between 2009 and 2013. Among public companies in which he has been involved are Jellyworks PLC, which was listed on LSE AIM in 1999 and sold eight months later to Shore Capital Plc.

30We believe Jonathan’s extensive financial services experience makes him well qualified to serve on our board.

WeBobby ~~believe~~Morovati ~~Jonathan’s~~is ~~extensive~~our ~~financial~~Chief ~~services~~Financial ~~experience~~Officer. ~~makes~~Bobby ~~him~~is ~~well~~currently ~~qualified~~serving as the Chief Financial Officer of Williams Trading LLC. Prior to ~~serve~~joining Williams, he was Accounting Manager at Pali Capital, a boutique derivatives and fixed income firm, where he worked as a key member of the finance and accounting team on ~~our~~all ~~board~~facets of the financial and operational components of the firm during its rapid growth and expansion phase. He began his career at Pershing in 1998 as a member of the Controller’s Group. He received his Bachelor of Science in Accounting from Rutgers University.

~~Bobby~~We ~~Morovati~~believe isthat our ~~Chief~~ ~~Financial Officer. Bobby is currently serving as the Chief Financial Officer of Williams Trading LLC. Prior to joining Williams,~~management heteam’s ~~was~~operating ~~Accounting Manager at Pali Capital~~expertise, atransaction ~~boutique~~experience ~~derivatives~~ and ~~fixed~~relationships ~~income~~will ~~firm,~~provide ~~where~~us hewith ~~worked as~~ a ~~key~~substantial ~~member~~number of ~~the~~attractive ~~finance~~potential ~~and~~business ~~accounting~~combination ~~team on all facets of the financial and operational components of the firm during its rapid growth and expansion phase~~targets. ~~He began his career at Pershing in 1998 as a member of the Controller’s Group. He received his Bachelor of Science in Accounting from Rutgers University.~~

~~We believe that our management team’s operating expertise, transaction experience and relationships will provide us with a substantial number of attractive potential business combination targets.~~27

Our Independent Directors

Betsy L. Battle is one of our independent board members. She is Chief Investment Officer and Founding Partner of Lone Peak Partners and brings more than four decades of financial services and investment experience to Williams Rowland. Ms. Battle also serves on the board of OPAL Fuels Inc. (Nasdaq: OPAL). Prior to founding Lone Peak in 2009, she was ~~Director~~ Director of Manager Selection and a member of the Management Committee at Soros Fund Management LLC, where, she managed multibillion dollar ~~portfolios~~ portfolios of external hedge funds for the Quantum group of funds and George Soros, and built the manager selection and due diligence ~~processes~~ processes as well as the multi-manager portfolio construction and monitoring methodologies. Prior to Soros, she held positions at Bankers Trust, Citicorp and JP Morgan, primarily as a manager in Global Sales and Trading. She currently serves on the Board of the University of North Carolina Kenan-Flagler Business School Foundation, the Board of Directors of the Breast Cancer Research Foundation, and the President’s Council of the Peconic Land Trust. Ms. Battle received a BA from the University of North Carolina at Chapel Hill in 1976.

We believe Betsy’s ~~extensive~~ extensive financial services and investment experience make her well qualified to serve on our board.

~~Tomago~~William ~~Collins~~C. Kunkler is one of our independent board members. He has over 40 years of manufacturing and operating experience and is ~~Executive~~currently Executive Vice President of ~~Communications &~~Operations ~~Business~~for ~~Development~~CC Industries, ~~Kroenke~~Inc. ~~Sports &~~(CCI), a private equity firm focused on manufacturing companies and real estate ~~Entertainment~~investments, where he ~~works~~is ~~closely~~responsible ~~with~~for ~~ownership~~general operating issues and ~~senior~~investment ~~leaders~~decisions ~~across~~at aeach ~~multibillion-dollar~~of ~~portfolio~~CCI’s companies. He is also Vice President of ~~Kroenke-owned~~Henry ~~global~~Crown and Company, the parent company of CCI. Prior to joining CCI in 1995, he was Executive Vice President for ~~businesses~~Marblehead onLime ~~strategy~~Company, ~~communications~~a subsidiary of General Dynamics Corporation, and ~~development~~he began his career at USG Corp. Heas ~~also~~a ~~serves~~project onengineer. ~~multiple~~Mr. Kunkler ~~public~~has ~~and~~been ~~private~~a ~~company~~Director ~~and~~of ~~non-profit~~NIBCO ~~boards~~Inc., ~~including~~ ~~Four~~a ~~Seasons~~manufacturer ~~Hotels &~~of ~~Resorts~~valves and ~~Republic~~fittings ~~Services~~based ~~Group~~in Elkhart, Indiana, since 2004 and was ~~also~~a Director of Sears Holdings Corporation, a ~~Board~~leading ~~member~~retailer of ~~AutoNation~~general merchandise, from ~~2014-19~~2009 to 2018. Mr. ~~Collins~~Kunkler ~~also~~received ~~serves~~his asBachelor aof ~~board~~Science degree ~~member~~in ~~for~~Mechanical ~~the~~Engineering ~~Global~~from ~~Down~~Yale ~~Syndrome~~University ~~Foundation.~~and ~~Mr.~~his ~~Collins~~Master isof aManagement ~~graduate~~degree from Kellogg Graduate School of ~~Yale~~Management, Northwestern University.

We believe ~~Tomago~~that William’s business experience ~~and extensive experience as a public company director~~ make him well qualified to serve on our board.

~~William~~Youlanda CD. ~~Kunkler~~Deveaux is one of our independent board members. HeSince ~~has~~2001, ~~over~~Ms. ~~40 years~~Deveaux ofserves ~~manufacturing~~as ~~and~~Regional ~~operating experience and is currently Executive~~ Vice President ~~of Operations~~ for CCthe ~~Industries,~~Caribbean ~~Inc. (CCI), a private equity firm focused on manufacturing companies~~ and ~~real~~Latin ~~estate~~America ~~investments, where he is responsible~~ for ~~general~~Mandara ~~operating~~Spa ~~issues~~(Bahamas) ~~and~~Ltd ~~investment~~which ~~decisions~~is atpart ~~each~~ of ~~CCI’s~~OneSpaWorld ~~companies~~Group. HeShe is ~~also Vice~~a ~~President~~turnaround ofspecialist ~~Henry~~experienced ~~Crown~~at ~~and~~identifying ~~Company,~~growth ~~the parent company of CCI. Prior to joining CCI in 1995~~potential, ~~he was Executive Vice President for~~ ~~Marblehead~~business ~~Lime Company~~development, ahuman ~~subsidiary of General Dynamics Corporation~~resources, management and hefinancial ~~began~~control ~~his~~systems ~~career~~for atregional ~~USG~~high-end ~~Corp.~~luxury asbusinesses aat ~~project engineer. Mr.~~five-star ~~Kunkler~~resorts ~~has been a Director of NIBCO Inc., a manufacturer of valves and fittings based~~ in ~~Elkhart,~~three ~~Indiana,~~Caribbean ~~since 2004 and was a Director of Sears Holdings Corporation, a leading retailer of general merchandise, from 2009 to 2018~~countries. MrMs. ~~Kunkler~~Deveaux received ~~his~~a ~~Bachelor~~BA offrom ~~Science degree~~Mount inSaint ~~Mechanical~~Vincent ~~Engineering from Yale~~ University and ~~his~~an ~~Master~~MBA, ofwith ~~Management~~Distinction, ~~degree~~ from ~~Kellogg Graduate School of Management,~~ ~~Northwestern~~NOVA Southeastern University.

We believe ~~that~~Ms. ~~William~~Deveaux’s business experience ~~make~~makes ~~him~~her well qualified to serve on our board.

The past performance of ~~our~~ our management team or that of our board of directors is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management’s performance as indicative of our future performance.

31Number and Terms of Office of Officers and Directors

~~Number~~We ~~and~~have ~~Terms~~five directors. Each member of ~~Office~~our board of ~~Officers~~directors ~~and~~will be elected at our annual meetings. In accordance with NYSE American corporate governance requirements, ~~Directors~~we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE American.

WeOur ~~have~~officers ~~five~~are appointed by the board of directors. ~~Each member~~and serve at the discretion of ~~our~~the board of directors, ~~will~~rather bethan ~~elected~~for atspecific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our ~~annual~~bylaws ~~meetings~~as it deems appropriate. InOur ~~accordance~~bylaws ~~with~~provide ~~NYSE~~that our ~~corporate~~officers ~~governance~~may ~~requirements~~consist of a Chief Executive Officer, ~~we are~~a ~~not~~Chief ~~required~~Financial toOfficer, ~~hold~~a anSecretary ~~annual~~and ~~meeting~~such ~~until~~other ~~one~~officers ~~year~~(including, ~~after~~without limitation, ~~our~~a ~~first~~Chairman ~~fiscal~~of ~~year~~the ~~end~~Board, ~~following~~Presidents, ~~our~~Vice ~~listing~~Presidents, onAssistant Secretaries and a Treasurer) as may be determined by the board ~~NYSE~~of directors.

Our officers are appointed 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 as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including, without limitation, a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as may be determined by the board of directors.28

Director Independence

NYSE American listing standards ~~require~~ require that a majority of our board of directors be independent within the first year following the IPO. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Betsy L. Battle, ~~Tomago~~William ~~Collins~~C. Kunkler and ~~William~~Youlanda CD. ~~Kunkler~~Deveaux, are “independent directors” as defined in the NYSE American listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers has ~~received~~ received any cash compensation for services rendered to us. Commencing on the date of our IPO, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No other compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any 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 to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

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

32We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

WeCommittees ~~do not intend to take any action to ensure that members~~ of ~~our management team maintain their positions with us after~~ the ~~consummation~~Board of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.Directors

~~Committees~~Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating committee. NYSE American rules and Rule 10A-3 of the ~~Board~~Exchange Act require that the audit committee of ~~Directors~~a listed company be comprised solely of independent directors, and NYSE American rules require that the compensation committee of a listed company be comprised solely of independent directors.

~~Our~~Audit board of directors will have three standing committees: an audit committee, a compensation committee and a nominating committee. NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NYSE rules require that the compensation committee of a listed company be comprised solely of independent directors.Committee

~~Audit~~We ~~Committee~~have established an audit committee of the board of directors. Betsy L. Battle, William C. Kunkler and Youlanda D. Deveaux, serve as members of our audit committee, and Betsy L. Battle chairs the audit committee. Under the NYSE American listing standards applicable to smaller reporting companies and applicable SEC rules, we are required to have at least two members of the audit committee, all of whom must be independent. Each of Mr. Kunkler, Ms. Battle and Ms. Deveaux meet the independent director standard under the NYSE American listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

We have established an audit committee of the board of directors. Betsy L. Battle, William C. Kunkler and Tomago Collins, serve as members of our audit committee, and Betsy L. Battle chairs the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mr. Kunkler, Mr. Collins and Ms. Battle meet the independent director standard under the NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.29

Each member of the audit ~~committee~~ committee is financially literate and our board of directors has determined that Betsy L. Battle qualifies as an “audit committee ~~financial~~ financial expert” as defined in applicable SEC rules.

We have adopted an audit ~~committee~~ committee charter, which details the principal functions of the audit committee, including:

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

●

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

●

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

●

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

33Compensation Committee

~~Compensation~~We ~~Committee~~have established a compensation committee of the board of directors. Betsy L. Battle, William C. Kunkler and Youlanda D. Deveaux serve as members of our compensation committee. Under the NYSE American listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Ms. Battle, Mr. Kunkler and Ms. Deveaux are independent, and William C. Kunkler chairs the compensation committee.

We have ~~established~~adopted a compensation committee ~~of the board of directors. Betsy L. Battle~~charter, ~~Tomago~~which ~~Collins~~details ~~and William C. Kunkler serve as members of our compensation committee. Under~~ the ~~NYSE~~principal ~~listing~~functions ~~standards and applicable SEC rules, we are required to have at least two members~~ of the compensation committee, ~~all~~ ~~of whom must be independent. Each of Ms. Battle, Mr. Collins and Mr. Kunkler are independent, and William C. Kunkler chairs the compensation committee.~~including:

We● ~~have~~reviewing ~~adopted~~and aapproving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation ~~committee~~, ~~charter~~if any is paid by us, ~~which~~evaluating ~~details~~our ~~the~~Chief ~~principal~~Executive ~~functions~~Officer’s performance in light of such goals and objectives and determining and approving the ~~compensation~~remuneration ~~committee,~~(if ~~including:~~any) of our Chief Executive Officer based on such evaluation;

● reviewing and approving on an annual basis the ~~corporate goals and objectives relevant to our Chief Executive Officer’s~~ compensation, if any is paid by us, ~~evaluating our Chief Executive Officer’s performance in light~~ of ~~such~~all ~~goals and objectives and determining and approving the remuneration (if any)~~ of our ~~Chief~~other ~~Executive Officer based on such evaluation~~officers;

● reviewing ~~and approving~~ on an annual basis ~~the~~our executive compensation, ifpolicies ~~any~~and ~~is paid by us, of all of our other officers~~plans;

● ~~reviewing~~implementing onand anadministering ~~annual basis~~ our ~~executive~~incentive compensation ~~policies~~equity-based ~~and~~remuneration plans;

● ~~implementing~~assisting ~~and~~management ~~administering~~in complying with our ~~incentive~~proxy ~~compensation~~statement ~~equity-based~~and ~~remuneration~~annual ~~plans~~report disclosure requirements;

● ~~assisting~~approving ~~management~~all inspecial ~~complying~~perquisites, ~~with~~special ~~our~~cash ~~proxy~~payments ~~statement~~and other special compensation and ~~annual~~benefit ~~report~~arrangements ~~disclosure~~for ~~requirements~~our officers and employees;

● ~~approving~~if ~~all special perquisites~~required, ~~special~~producing ~~cash~~a ~~payments~~report ~~and~~on ~~other~~executive ~~special~~ compensation ~~and~~to ~~benefit~~be ~~arrangements~~included ~~for~~in our ~~officers~~annual ~~and~~proxy ~~employees~~statement; and

● ~~if required~~reviewing, ~~producing~~evaluating aand ~~report~~recommending onchanges, ~~executive~~if ~~compensation~~appropriate, to bethe ~~included~~remuneration infor ~~our annual proxy statement; and~~directors.

~~● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.~~30

Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, ~~for~~through upthe todate 18of ~~months,~~the ~~for~~completion ~~office~~of ~~space,~~the initial Business Combination or our liquidation, for utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE American and the SEC.

Nominating Committee

We have established a nominating committee of the board of directors, which consists of Betsy L. Battle, ~~Tomago~~William ~~Collins~~C. Kunkler and ~~William~~Youlanda CD. ~~Kunkler~~Deveaux, each of whom is an ~~independent~~ independent director under the NYSE American’s listing standards. ~~Tomago~~Youlanda ~~Collins~~D. Deveaux chairs the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

34The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

~~The~~● ~~guidelines~~should ~~for~~have ~~selecting nominees,~~demonstrated ~~which~~notable ~~are~~or ~~specified~~significant achievements in ~~the Nominating Committee Charter~~business, ~~generally~~education ~~provide~~or ~~that~~public ~~persons to be nominated:~~service;

● should ~~have~~possess ~~demonstrated~~the ~~notable~~requisite orintelligence, education and experience to make a significant ~~achievements~~contribution into ~~business~~the board of directors and bring a range of skills, ~~education~~diverse orperspectives ~~public~~and ~~service~~backgrounds to its deliberations; and

● should ~~possess~~have the ~~requisite~~highest ~~intelligence~~ethical standards, ~~education and experience to make~~ a ~~significant~~strong ~~contribution~~sense ~~to the board~~ of ~~directors~~professionalism and ~~bring~~intense adedication ~~range~~to ofserving ~~skills,~~the ~~diverse~~interests ~~perspectives~~of ~~and~~the ~~backgrounds to its deliberations; and~~stockholders.

●The ~~should~~nominating ~~have~~committee will ~~the~~consider ~~highest~~a ~~ethical~~number ~~standards~~of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a ~~strong~~person’s ~~sense~~candidacy for membership on the board of ~~professionalism~~directors. ~~and~~The ~~intense~~nominating ~~dedication~~committee may require certain skills or attributes, such as financial or accounting experience, to ~~serving~~meet specific board needs that arise from time to time and will also consider the ~~interests~~overall experience and makeup of ~~the~~its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

~~The~~Compensation ~~nominating~~Committee ~~committee~~Interlocks ~~will consider a number of qualifications relating to management~~ and ~~leadership experience, background and integrity and professionalism in~~Insider evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.Participation

~~Compensation~~None ~~Committee~~of ~~Interlocks~~our ~~and~~officers ~~Insider~~currently ~~Participation~~serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

~~None~~Code of ~~our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.~~Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We filed a copy of our Code of Ethics and our audit, compensation and nominating committee charters as exhibits to the registration statement on Form S-1 filed in connection with out IPO. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. They can also be accessed via our website at www.williamsrowland.com. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

WeConflicts ~~have adopted a Code~~ of ~~Ethics~~ applicable to our directors, officers and employees. We filed a copy of our Code of Ethics and our audit, compensation and nominating committee charters as exhibits to the registration statement on Form S-1 filed in connection with out IPO. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. They can also be accessed via our website at www.williamsrowland.com. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.Interest

~~Conflicts~~Each of ~~Interest~~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. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

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. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.31

Our sponsor and our officers and directors have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination ~~within~~by ~~18 months after~~ the ~~closing~~Extended ~~of the IPO~~Date, as such may be extended by stockholder approval.

35Investors should also be aware of the following other potential conflicts of interest:

~~Investors~~● ~~should~~None ~~also~~of beour ~~aware of~~officers ~~the~~or ~~following~~directors ~~other~~is ~~potential~~required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest: in allocating his or her time among various business activities.

● ~~None~~In the course of their other business activities, our officers orand directors ismay ~~required~~become toaware ~~commit~~of ~~his~~investment orand ~~her~~business ~~full~~opportunities ~~time~~which may be appropriate for presentation to ~~our~~us ~~affairs~~as ~~and,~~well ~~accordingly,~~as the other entities with which they are affiliated. Our management may have conflicts of interest in ~~allocating~~determining ~~his~~to orwhich ~~her~~entity ~~time~~a ~~among~~particular ~~various~~ business ~~activities~~opportunity should be presented.

● InOur sponsor, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the ~~course~~consummation of our initial business combination, have agreed to waive their ~~other~~redemption rights with respect to their founder shares in such situation. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to consummate our initial business ~~activities~~combination by the Extended Date, although they will be entitled to such liquidating distributions with respect to any public shares they hold if we fail to complete our ~~officers~~initial ~~and~~business ~~directors~~combination ~~may~~within ~~become~~the ~~aware~~prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of ~~investment~~the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and ~~business~~the ~~opportunities~~private ~~which~~placement ~~may~~warrants will expire worthless. With certain limited exceptions, the founder shares will not be ~~appropriate~~transferable, ~~for~~assignable ~~presentation~~by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to usour asinitial ~~well~~business combination, (x) if the last reported sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the ~~other~~like) ~~entities~~for ~~with~~any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which ~~they~~we ~~are~~complete ~~affiliated~~a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. ~~Our~~With ~~management~~certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following the IPO, our officers and directors may have ~~conflicts~~a conflict of interest in determining towhether a particular target business is an appropriate business with which ~~entity~~to aeffectuate ~~particular~~our initial business ~~opportunity~~combination. ~~should~~Permitted transferees of the founder shares would be ~~presented~~subject to the same restrictions.

● Our ~~sponsor,~~ officers and directors may have ~~agreed~~a toconflict ~~waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation~~ of ~~our~~interest ~~initial business combination, have agreed to waive their redemption rights~~ with respect to ~~their~~evaluating ~~founder~~a ~~shares~~particular in such situation. Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to consummate our initial business combination ~~within 18 months after the closing of the IPO, although they will be entitled to such liquidating distributions with respect to any public shares they hold~~ if ~~we fail to complete our initial business combination within~~ the ~~prescribed~~retention time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or ~~(B)~~resignation ~~subsequent to our initial business combination, (x) if the last reported sale price~~ of ~~our 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, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the common stock underlying such ~~warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and~~ officers and directors ~~may~~was ~~directly~~included orby ~~indirectly own common stock and warrants following the IPO, our officers and directors may have~~ a ~~conflict~~target ofbusiness ~~interest~~as ~~in determining whether~~ a ~~particular~~condition ~~target~~to ~~business~~any isagreement ~~an appropriate business~~ with ~~which~~respect to ~~effectuate~~ our initial business combination. ~~Permitted transferees of the founder shares would be subject to the same restrictions.~~

● Our sponsor, officers ~~and~~or directors may have a conflict of interest with respect to evaluating a ~~particular~~ business combination ifand ~~the~~financing ~~retention~~arrangements as we may obtain loans from our sponsor or ~~resignation~~an affiliate of our sponsor or any ~~such~~of our officers ~~and~~or directors ~~was~~to ~~included~~finance bytransaction acosts ~~target~~in connection with an intended initial business ascombination. Up to $1,000,000 of such loans may be convertible into warrants at a ~~condition~~price of $1.00 per warrant at the option of the lender. Such warrants would be identical to ~~any~~the ~~agreement~~private ~~with~~placement ~~respect~~warrants, including as to ~~our~~exercise ~~initial~~price, ~~business~~exercisability ~~combination~~and exercise period.

●The ~~Our~~conflicts ~~sponsor,~~described above ~~officers or directors~~ may ~~have~~not abe ~~conflict~~resolved ofin ~~interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from~~ our ~~sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination~~favor. Up to $1,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

36In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

~~The~~● ~~conflicts~~the ~~described~~corporation ~~above may~~could ~~not~~financially beundertake ~~resolved~~the ~~in our favor.~~opportunity;

In● ~~general,~~the ~~officers~~opportunity ~~and~~is ~~directors of~~within athe corporation’s ~~incorporated~~line ~~under the laws~~ of ~~the State of Delaware are required to present~~ business; ~~opportunities to a corporation if:~~and

● ~~the~~it ~~corporation~~would ~~could~~not ~~financially~~be ~~undertake~~fair to our company and its stockholders for the opportunity; not to be brought to the attention of the corporation.

~~● the opportunity is within the corporation’s line of business; and~~32

●Accordingly, itas ~~would~~a ~~not~~result of bemultiple ~~fair~~business toaffiliations, our ~~company~~officers and ~~its~~directors ~~stockholders~~may ~~for~~have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity ~~not~~offered to beany ~~brought~~director or officer unless such opportunity is expressly offered to ~~the~~such ~~attention~~person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the ~~corporation~~extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

~~Accordingly,~~Below asis a ~~result~~table ofsummarizing ~~multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting~~ the ~~above-listed criteria to multiple~~ entities. ~~Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered~~ to ~~any~~which ~~director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of~~ our ~~company~~executive ~~and~~officers ~~such opportunity is one we are legally~~ and ~~contractually permitted~~directors ~~to undertake~~ and ~~would~~currently ~~otherwise~~have befiduciary ~~reasonable~~duties ~~for us to pursue, and to the extent the director~~ or ~~officer~~contractual ~~is permitted to refer that opportunity to us without violating another legal obligation.~~obligations:

~~Below~~Individual isEntity aEntity’s ~~table~~Business ~~summarizing the~~Affiliation ~~entities~~David toWilliams ~~which~~Williams ~~our~~Trading ~~executive~~Financial ~~officers~~Services Chief Executive Officer and ~~directors~~Owner Jonathan Rowland Mode Global Holdings PLC Financial Services Executive Chairman; Directors Redwood Bank Ltd Bank Director Redwood Financial Partners Ltd Bank Holding Company Director Mode Global Ltd Financial Services Director Fibermode Ltd Financial Services Director JGOO Ltd Financial Services Director Fibere Ltd Financial Services Director Anglo Gulf Trade Bank Ltd. Trade Finance Director Bobby Morovati Williams Trading Financial Services Chief Financial Officer Betsy Battle Lone Peak Partners Management L.P. OPAL Fuels, Inc. Investment Advisory Fuel Founder and ~~currently~~Chief ~~have~~Investment ~~fiduciary~~Officer ~~duties~~Director orWilliam ~~contractual~~C. ~~obligations:~~Kunkler III CC Industries, Inc. Holding and Management Company Executive Vice President of Operations Henry Crown and Company Diversified Investment Company Vice President AMR, Inc. Food Processing Equipment Manufacturer Director Duroc LLC Agricultural Equipment Manufacturer Directors Grinder Export Sales, Inc. Food Processing Equipment Manufacturer Director Hoegger Food Technology, Inc. Food Processing Equipment Manufacturer Director NIBCO Inc. Manufacturer of plumbing fittings and supports Director Montclair Capital Investments LLC Investment Vehicle Director Montclair Properties LLC Investment Vehicle Director Provisur Export Sales, Inc. Food Processing Equipment Manufacturer Director Provisur Technologies, Inc. Food Processing Equipment Manufacturer Director Youlanda D. Deveaux Mandara Spa/OneSpa World Group Spa Management Executive

37Accordingly, if any of the above executive officers or directors or becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has 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, and only present it to us if such entity rejects the opportunity.

Individual Entity Entity’s Business Affiliation David Williams Williams Trading Financial Services Chief Executive Officer and Owner Jonathan Rowland Mode Global Holdings PLC Financial Services Executive Chairman; Directors Redwood Bank Ltd Bank Director Redwood Financial Partners Ltd Bank Holding Company Director Mode Global Ltd Financial Services Director Fibermode Ltd Financial Services Director JGOO Ltd Financial Services Director Fibere Ltd Financial Services Director Anglo Gulf Trade Bank Ltd. Trade Finance Director Bobby Morovati Williams Trading Financial Services Chief Financial Officer Betsy Battle Lone Peak Partners Management L.P. Investment Advisory Founder and Chief Investment Officer Tomago Collins Kroenke Sports and Entertainment Entertainment Executive Vice President Republic Services Group Waste Management Director Four Seasons Hotels and Resorts Hospitality Director William C. Kunkler III CC Industries, Inc. Holding and Management Company Executive Vice President of Operations Henry Crown and Company Diversified Investment Company Vice President AMR, Inc. Food Processing Equipment Manufacturer Director Duroc LLC Agricultural Equipment Manufacturer Directors Grinder Export Sales, Inc. Food Processing Equipment Manufacturer Director Hoegger Food Technology, Inc. Food Processing Equipment Manufacturer Director NIBCO Inc. Manufacturer of plumbing fittings and supports Director Montclair Capital Investments LLC Investment Vehicle Director Montclair Properties LLC Investment Vehicle Director Provisur Export Sales, Inc. Food Processing Equipment Manufacturer Director Provisur Technologies, Inc. Food Processing Equipment Manufacturer Director33

~~Accordingly,~~We ifare ~~any~~not ofprohibited ~~the~~from ~~above~~pursuing ~~executive~~an ~~officers~~initial orbusiness ~~directors~~combination orwith ~~becomes~~a ~~aware~~company ofthat ais ~~business~~affiliated ~~combination~~with ~~opportunity~~our ~~which~~sponsor, isofficers ~~suitable~~or ~~for~~directors. ~~any~~In of the ~~above~~event ~~entities~~we seek to ~~which~~complete heour orinitial ~~she~~business ~~has~~combination ~~current~~with ~~fiduciary~~such a company, we, or ~~contractual~~a ~~obligations~~committee of independent directors, hewould orobtain ~~she~~an ~~will~~opinion from ~~honor~~an ~~his~~independent orinvestment ~~her~~banking ~~fiduciary~~firm orthat ~~contractual~~is ~~obligations to~~a ~~present~~member ~~such~~of ~~business~~FINRA ~~combination~~or ~~opportunity~~from toan ~~such~~independent ~~entity~~accounting firm, ~~and~~that ~~only~~such ~~present~~an itinitial business combination is fair to usour ifcompany ~~such~~from ~~entity~~a ~~rejects~~financial ~~the~~point ~~opportunity~~of view.

38In the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement, Our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination.

WeLimitation ~~are~~on ~~not~~Liability ~~prohibited~~and ~~from~~Indemnification pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of ~~independent~~Officers ~~directors,~~and would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view.Directors

InOur ~~the~~amended ~~event~~and ~~that~~restated certificate weof ~~submit~~ incorporation provides that our ~~initial~~officers ~~business~~and ~~combination~~directors will be indemnified by us to ~~our~~the ~~public~~fullest ~~stockholders~~extent ~~for~~authorized aby ~~vote~~Delaware law, ~~pursuant~~as toit now exists or may in the ~~letter~~future ~~agreement,~~be ~~Our~~amended. ~~sponsor~~In addition, ~~officers~~our amended and ~~directors have~~restated ~~agreed~~certificate toof ~~vote~~incorporation ~~any~~will ~~founder~~provide that ~~shares~~our ~~held~~directors bywill ~~them~~not ~~and~~be ~~any~~personally ~~public~~liable ~~shares~~for ~~purchased~~monetary ~~during~~damages to us or ~~after~~our ~~the~~stockholders ~~offering~~for ~~(including~~breaches inof ~~open~~their ~~market~~fiduciary duty ~~and~~as ~~privately~~directors, ~~negotiated~~unless ~~transactions)~~they inviolated ~~favor~~their duty of loyalty to us or our ~~initial~~stockholders, ~~business~~acted ~~combination~~in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.

~~Limitation~~We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on ~~Liability~~behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will purchase a policy of directors’ and ~~Indemnification~~officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of ~~Officers~~a judgment in some circumstances and ~~Directors~~insures us against our obligations to indemnify our officers and directors.

~~Our~~These ~~amended~~provisions ~~and~~may ~~restated certificate~~discourage ofstockholders ~~incorporation~~from ~~provides~~bringing ~~that~~a ~~our~~lawsuit ~~officers~~against ~~and~~our directors ~~will~~for bebreach ~~indemnified~~of bytheir usfiduciary toduty. ~~the~~These ~~fullest~~provisions ~~extent~~also ~~authorized~~may byhave ~~Delaware~~the ~~law,~~effect asof itreducing ~~now exists or may in~~ the ~~future~~likelihood beof ~~amended.~~derivative Inlitigation ~~addition,~~against ~~our~~officers ~~amended~~ and ~~restated certificate of incorporation will provide that our~~ directors, ~~will~~even ~~not~~though besuch ~~personally~~an ~~liable~~action, ~~for~~if ~~monetary~~successful, ~~damages~~might otherwise tobenefit us orand our stockholders. ~~for breaches of their fiduciary duty as directors~~Furthermore, ~~unless~~ ~~they~~a ~~violated~~stockholder’s ~~their~~investment ~~duty~~may ofbe ~~loyalty~~adversely affected to usthe orextent ~~our~~we ~~stockholders, acted in bad faith, knowingly or intentionally violated~~ pay the ~~law, authorized~~costs ~~unlawful payments~~ of ~~dividends,~~settlement ~~unlawful~~and ~~stock~~damage ~~purchases~~awards oragainst ~~unlawful~~officers ~~redemptions,~~and ordirectors ~~derived~~pursuant anto ~~improper~~these ~~personal~~indemnification ~~benefit from their actions as directors~~provisions.

We ~~will~~believe ~~enter~~that ~~into~~these ~~agreements~~provisions, ~~with our officers and directors to provide contractual indemnification in addition to~~ the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will purchase a policy of directors’ and officers’ liability insurance ~~that insures our officers~~ and ~~directors against~~ the ~~cost~~indemnity ofagreements ~~defense, settlement~~are ornecessary ~~payment~~to ofattract aand ~~judgment~~retain ~~in some circumstances~~ talented and ~~insures~~experienced ~~us against our obligations to indemnify our~~ officers and directors.

~~These~~Delinquent ~~provisions~~Section ~~may discourage stockholders from bringing~~ 16(a) lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.Reports

WeSection 16(a) of the ~~believe~~Securities ~~that~~Exchange ~~these~~Act ~~provisions~~of 1934, as amended, or the Exchange Act, requires our executive officers, directors’ and ~~officers’~~persons ~~liability~~who ~~insurance~~beneficially own ~~and~~more ~~the~~than ~~indemnity~~10% ~~agreements~~of ~~are~~a ~~necessary~~registered class of our equity securities to ~~attract~~file with the Securities and ~~retain~~Exchange ~~talented~~Commission initial reports of ownership and ~~experienced~~reports ~~officers~~of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

~~Delinquent~~Based ~~Section~~solely ~~16(~~on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a) ~~Reports~~timely manner.

~~Section 16(a) of the~~ITEM Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities11. ~~These~~EXECUTIVE ~~executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.~~COMPENSATION

~~Based~~Employment solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.Agreements

39We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

~~ITEM~~Executive ~~11.~~Officers ~~EXECUTIVE~~and ~~COMPENSATION~~Director Compensation

~~Employment~~No ~~Agreements~~executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any 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. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

~~We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.~~34

~~Executive~~ITEM ~~Officers~~12. ~~and~~SECURITY ~~Director~~OWNERSHIP ~~Compensation~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

NoThe ~~executive~~following ~~officer~~table ~~has~~sets ~~received~~forth ~~any~~as ~~cash compensation for services rendered to us. No compensation~~ of ~~any~~March ~~kind~~31, ~~including~~2023 ~~finders,~~the ~~consulting~~number ~~or other similar fees, will be paid to any~~ of ~~our~~shares ~~existing stockholders, including our directors, or any~~ of ~~their~~common ~~respective~~stock ~~affiliates,~~beneficially ~~prior~~owned ~~to,~~by ~~or for~~(i) each ~~any~~person ~~services~~who ~~they~~is ~~render~~known inby ~~order~~us to ~~effectuate,~~be the beneficial ~~consummation~~owner of amore ~~business~~than ~~combination.~~five ~~However,~~percent ~~such~~of ~~individuals~~our ~~will~~issued beand ~~reimbursed for~~outstanding ~~any~~shares ~~out-~~of~~-pocket~~ ~~expenses~~common ~~incurred~~stock in(ii) each ~~connection~~of ~~with activities on~~ our ~~behalf~~officers ~~such~~and asdirectors; and ~~identifying~~(iii) all ~~potential~~of ~~target~~our ~~businesses~~officers and ~~performing~~ ~~due~~directors ~~diligence~~as ona ~~suitable~~group. ~~business~~As ~~combinations.~~of ~~There~~March is31, no2023, ~~limit~~we onhad ~~the~~9,216,135 ~~amount~~shares of ~~these~~common ~~out-of-pocket~~stock ~~expenses~~issued and ~~there~~ ~~will~~outstanding beconsisting ~~no review~~ of ~~the~~3,466,135 ~~reasonableness~~Public ofShares ~~the expenses by anyone other than our board of directors~~ and ~~audit committee~~5, ~~which includes persons who may seek reimbursement~~750,000 orFounders ~~a court of competent jurisdiction if such reimbursement is challenged~~Shares.

~~ITEM~~Unless otherwise indicated, 12we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. ~~SECURITY~~The ~~OWNERSHIP~~following OFtable ~~CERTAIN~~does ~~BENEFICIAL~~not ~~OWNERS~~reflect ~~AND~~record ~~MANAGEMENT~~of ~~AND~~beneficial ~~RELATED~~ownership ~~STOCKHOLDER~~of ~~MATTERS~~any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of March 31, 2023.

The following table sets forth as of March 30, 2022 the number of shares of common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of March 30, 2022, we had 28,750,000 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
David “Tiger” Williams		3,389,421		36.8
Jonathan David Rowland		2,647,500		28.7
Bobby Morovati		20,000		*
Betsy L. Battle		20,000		*
William C. Kunkler		20,000		*
Youlanda D. Deveaux		--		*
All directors and executive officers as a group (6 individuals)		6,096,921		66.2	%

*Holders of 5% of more of our Common Stock ⁽¹⁾*
Williams Rowland Sponsor LLC		2,647,500		9.21
WRAC, Ltd		2,647,500		9.21

~~Unless~~* ~~otherwise~~Less ~~indicated, we~~than ~~believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them~~1%. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of March 30, 2022.

Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
David “Tiger” Williams		2,647,500		9.21
Jonathan David Rowland		2,647,500		9.21
Bobby Morovati		20,000		*
Betsy L. Battle		20,000		*
Tomago Collins		20,000		*
William C. Kunkler		20,000		*
All directors and executive officers as a group (6 individuals)		5,375,000		18.70	%
Holders of 5% of more of our Common Stock (1)
Williams Rowland Sponsor LLC		2,647,500		9.21
WRAC, Ltd		2,647,500		9.21
Saba Capital Management, LP (2)		2,021,001		7.03
D. E. Shaw Valence Portfolios, L.L.C (3)		2,105,000		7.32
Shaolin Capital Management LLC (4)		1,979,677		6.89
Highbridge Capital Management (5)		2,030,465		7.06

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o Williams Rowland Acquisition Corp., 450 Post Road East, Westport, CT 06880.

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o Williams Rowland Acquisition Corp., 450 Post Road East, Westport, CT 06880.
(2)	Based on a Schedule 13G filed with the SEC on August 9, 2021. The address for the reporting person is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036
(3)	Based on a Schedule 13G filed with the SEC on February 16, 2022. The address of the reporting person is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(3)	Based on a Schedule 13G filed with the SEC on February 14, 2022.
(4)	Based on a Schedule 13G filed with the SEC on February 11, 2022. The address of the reporting person is 7610 NE 4th Court, Suite 104 Miami FL 33138
(5)	Based on a Schedule 13G filed with the SEC on February 9, 2022. The address of the reporting person is 277 Park Avenue, 23rd Floor, New York, New York 10172.

In April, 2021, we issued an aggregate of 5,750,000 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.004 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of the IPO. Prior to the IPO, an aggregate of 375,000 founder shares were purchased by three Anchor Investors for nominal consideration. These shares are subject to forfeiture back to our sponsor to the extent the Anchor Investor did not purchase 9.9% of the units being sold in this offering, without regard to the units sold in the over-allotment option. Subsequent to the closing of the IPO, the two sponsors each transferred 10,000 founders to each of the three independent directors and the chief financial officer. The founder shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

40If any of our officers or directors becomes aware of an initial 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 will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

~~ITEM~~In 13connection with the closing of the IPO, we agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. ~~CERTAIN~~Upon ~~RELATIONSHIPS~~completion ~~AND~~of ~~RELATED~~our ~~TRANSACTIONS~~initial business combination or our liquidation, ~~AND~~we ~~DIRECTOR~~will ~~INDEPENDENCE~~cease paying these monthly fees.

InThe ~~April,~~Sponsors ~~2021,~~agreed weto ~~issued~~loan anthe ~~aggregate~~Company ofup ~~5,750,000 founder shares~~ to ~~our sponsor for an aggregate purchase price of~~ $25600,000 to inbe ~~cash,~~used orfor ~~approximately~~a ~~$0.004~~portion ~~per share. The number~~ of ~~founder shares issued was determined based on~~ the ~~expectation~~expenses ~~that such founder shares would represent 20%~~ of the ~~outstanding~~ ~~shares~~Public ~~upon completion of the IPO~~Offering. ~~Prior~~This toloan ~~the~~was ~~IPO~~non-interest bearing, ~~an aggregate of 375,000 founder shares were purchased by three Anchor~~ ~~Investors~~unsecured ~~for~~and ~~nominal~~due ~~consideration.~~at ~~These shares are subject to forfeiture back to our sponsor to~~ the ~~extent~~earlier ~~the Anchor Investor did not purchase 9.9%~~ of ~~the~~August 31, ~~units being sold in this offering~~2021, ~~without~~or ~~regard to~~ the ~~units sold in the over-allotment option. Subsequent to the~~ closing of the ~~IPO,~~Public ~~the two sponsors each transferred 10,000 founders to each of the three independent directors and the chief financial officer~~Offering. ~~The founder shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.~~

IfOn ~~any~~September of7, ~~our~~2021 the ~~officers~~Company ~~or directors~~executed ~~becomes~~a ~~aware~~Promissory ofNote to the Sponsor for an ~~initial~~amount ~~business~~of ~~combination~~$500,000. ~~opportunity~~The ~~that~~Note ~~falls~~is ~~within~~not interest bearing and is repayable at the ~~line~~earlier of ~~business~~the date of ~~any~~when the Company consummates a business combination with another entity, todate on which the Company hedetermines to liquidate or ~~she~~December ~~has~~31, ~~then-current~~2023. ~~fiduciary~~At orthe ~~contractual~~option ~~obligations~~of the Sponsor, hein orlieu ~~she~~of ~~will~~cash ~~honor~~payment ~~his~~of orthe ~~her~~principal, ~~fiduciary~~the orSponsor may ~~contractual~~receive ~~obligations~~warrants to purchase Common Stock of the Company at a per share exercise price of $11.50 per share. The Conversion Warrants are identical to ~~present~~the ~~such~~warrants ~~business~~issued ~~combination~~by ~~opportunity~~the Company to ~~such~~the ~~other~~Sponsor ~~entity~~in a private placement in connection with the Company’s initial public offering. ~~Our~~The ~~officers~~Company ~~and~~borrowed ~~directors~~$125,000 ~~currently~~on ~~have~~November ~~certain~~15, ~~relevant~~2021 ~~fiduciary duties~~under orthe ~~contractual~~Promissory ~~obligations~~Note, ~~that~~which ~~may~~was outstanding ~~take~~as ~~priority~~of ~~over~~December ~~their~~31, ~~duties~~2022, toand us2021.

InOn ~~connection~~June ~~with~~29, 2022, the ~~closing~~Company ofentered ~~the~~into ~~IPO,~~a wesecond ~~agreed~~promissory note to ~~pay~~the anSponsor ~~affiliate~~for ofthe ~~our~~amount ~~sponsor a total~~ of $10250,000. ~~per~~The ~~month~~note ~~for~~is ~~office~~non-interest ~~space,~~bearing ~~utilities~~ and ~~secretarial~~is ~~and~~payable at the ~~administrative~~earlier ~~support.~~of ~~Upon~~the ~~completion~~date ofon ~~our~~which the Maker consummates an initial business combination orand ~~our~~January ~~liquidation~~26, we2023. ~~will~~On ~~cease~~January ~~paying~~20, ~~these~~2023, ~~monthly~~the ~~fees~~terms of repayment of this note were amended to extend its maturity date to the earlier of the close of its initial business combination or August 31, 2023.

The Sponsors agreed to loan the Company up to $600,000 to be used for a portion of the expenses of the Public Offering. This loan was non-interest bearing, unsecured and due at the earlier of August 31, 2021, or the closing of the Public Offering. On September 720, ~~2021~~2022, the Company ~~executed~~entered into a ~~Promissory~~third ~~Note~~promissory note to the Sponsor for anthe amount of $~~500~~300,000. The ~~Note~~note is ~~not~~ non-interest bearing and is ~~repayable~~ payable at the earlier of the date ofon ~~when~~which the ~~Company~~Maker consummates aan initial business combination ~~with~~ ~~another~~and ~~entity,~~January ~~date on which the Company determines to liquidate or December 31~~26, 2023. AtOn ~~the~~January ~~option of the Sponsor~~20, ~~in lieu of cash payment of the principal~~2023, the terms ~~Sponsor may receive warrants to purchase Common Stock~~ of ~~the~~repayment ~~Company at a per share exercise price~~ of ~~$11.50~~this ~~per~~note ~~share.~~were ~~The~~amended ~~Conversion~~to ~~Warrants~~extend ~~are~~its ~~identical~~maturity date to the ~~warrants~~earlier ~~issued~~of by the ~~Company~~close toof ~~the~~its ~~Sponsor~~initial inbusiness ~~a private placement~~combination inor ~~connection~~August ~~with~~31, ~~the Company’s initial public offering~~2023.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any 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 to our sponsor, officers, directors or our or 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 out-of-pocket expenses incurred by such persons in connection with activities on our behalf.35

InOther ~~addition,~~than inthe ~~order to~~foregoing, ~~finance~~no ~~transaction~~compensation ~~costs~~of inany ~~connection~~kind, ~~with~~including anany ~~intended~~finder’s ~~initial~~fee, ~~business combination~~reimbursement, ~~our~~consulting ~~sponsor~~fee or anmonies ~~affiliate~~in respect of ~~our~~any ~~sponsor~~payment ~~or certain~~ of ~~our officers and directors may~~a loan, ~~but~~will ~~are~~be ~~not~~paid ~~obligated~~by ~~to, loan~~ us ~~funds~~to asour ~~may be required. If we complete an initial business combination~~sponsor, we ~~would~~officers ~~repay~~and ~~such loaned amounts. In the event that the initial business combination does not close~~directors, weor ~~may~~any ~~use~~affiliate ~~a portion~~ of ~~the~~our ~~working capital~~sponsor ~~held~~or ~~outside~~officers, ~~the~~prior ~~trust account~~ to, ~~repay~~or ~~such~~in ~~loaned~~connection with ~~amounts~~any ~~but~~services norendered ~~proceeds~~in ~~from~~order ~~our trust account would be used for such repayment. Up~~ to $1effectuate,~~000,000~~ ofthe ~~such~~consummation ~~loans~~of ~~may~~an beinitial ~~convertible~~business ~~into~~combination ~~warrants~~(regardless ~~at a price~~ of ~~$1.00 per warrant at~~ the ~~option~~type of ~~the lender. The warrants~~transaction ~~would~~that beit ~~identical~~is). ~~to the private placement warrants~~However, ~~including~~these asindividuals towill ~~exercise~~be ~~price,~~reimbursed ~~exercisability~~for ~~and~~any ~~exercise~~out-of-pocket ~~period.~~expenses Weincurred doin ~~not~~connection ~~expect to~~with ~~seek~~activities ~~loans~~on ~~from parties other than~~ our behalf ~~sponsor~~such oras anidentifying ~~affiliate~~potential oftarget ~~our~~businesses ~~sponsor~~and asperforming wedue dodiligence ~~not~~on ~~believe~~suitable ~~third~~business ~~parties~~combinations. ~~will~~Our beaudit ~~willing to~~committee ~~loan~~will ~~such~~review ~~funds~~on ~~and provide~~ a ~~waiver~~quarterly ~~against~~basis ~~any and~~ all ~~rights~~payments tothat ~~seek~~were ~~access~~made to ~~funds in~~ our ~~trust account. On September 7~~sponsor, ~~2021~~officers, ~~we entered~~directors ~~into~~or aour ~~promissory~~or ~~note~~their toaffiliates ~~borrow~~and upwill determine towhich ~~$500,000~~expenses ~~from~~and ~~our Sponsor. This loan is convertible at~~ the ~~option~~amount of ~~the~~expenses ~~lender~~that ~~into~~will ~~warrants at~~be ~~the~~reimbursed. ~~rate~~There ofis ~~one~~no ~~warrant~~cap ~~for~~or ~~each~~ceiling ~~$1.00~~on ~~outstanding.~~the ~~Through~~reimbursement ~~December~~of ~~31,~~out-of-pocket expenses ~~2021,~~incurred ~~$125,000~~by ~~had~~such ~~been~~persons ~~borrowed~~in ~~under~~connection ~~such~~with ~~promissory~~activities ~~note and~~on ~~remained~~our ~~outstanding~~behalf.

41In addition, in order to finance transaction costs in connection with an intended initial 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 an initial business combination, we would repay such loaned amounts. In the event that the initial 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 $1,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. On September 7, 2021, we entered into a promissory note to borrow up to $500,000 from our Sponsor. This loan is convertible at the option of the lender into warrants at the rate of one warrant for each $1.00 outstanding. On November 15, 2021 $125,000 had been borrowed under this promissory note and remained outstanding as of December 31, 2022 and 2021. On June 29, 2022, we entered into a second promissory note to the Sponsor for the amount of $250,000. The note is non-interest bearing and was payable at the earlier of the date on which the Maker consummates an initial business combination and January 26, 2023. We borrowed $250,000 under this promissory note which was outstanding as of December 31, 2022. On January 20, 2023, the terms of repayment of this note were updated to reflect its repayment at the earlier of the close of its initial business combination or August 31, 2023. In addition, On September 20, 2022, we entered into a third promissory note to the Sponsor for the amount of $300,000. The note is non-interest bearing and was payable at the earlier of the date on which the Maker consummates an initial business combination and January 26, 2023. The Company borrowed $300,000 under this promissory note which was outstanding as of December 31, 2022. On January 20, 2023, the terms of repayment of this note were updated to reflect its repayment at the earlier of the close of its initial business combination or August 31, 2023. Both notes, in which we entered in 2022 did not include any conversion provisions.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Related Party Policy

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. The code of ethics that we adopted is available on our website at www.williamsrowland.com.

In addition, our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. The audit committee charter is available on our website at www.williamsrowland.com

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.36

ToThese ~~further~~procedures ~~minimize~~are ~~conflicts~~intended ~~of interest, we have agreed not~~ to ~~consummate~~determine anwhether ~~initial business combination with an entity that is affiliated with~~ any ofsuch ~~our~~related ~~sponsor, officers~~party ortransaction ~~directors~~impairs ~~unless~~the ~~we,~~independence ~~or a committee~~ of ~~independent directors, have obtained an opinion from an independent investment banking firm that is~~ a ~~member~~director ~~of FINRA~~ or ~~from~~presents ~~an independent accounting firm that our initial business combination is fair to our company from~~ a ~~financial~~conflict ~~point~~ of ~~view.~~interest ~~Furthermore,~~on the nopart ~~finder’s fees, reimbursements, consulting fee, monies in respect~~ of ~~any payment of~~ a ~~loan~~ ~~or other compensation will be paid by us to our sponsor~~director, ~~officers~~employee or directors, or any affiliate of our sponsor or officers, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is)officer.

~~Our~~To ~~audit~~further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee ~~will~~of independent directors, have obtained an opinion from an independent investment banking ~~review~~firm onthat is a ~~quarterly~~member ~~basis~~of ~~all~~FINRA ~~payments~~or from an independent accounting firm that ~~were~~our ~~made~~initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or ~~their~~officers, ~~affiliates~~for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

~~ITEM~~Our ~~14.~~audit ~~PRINCIPAL~~committee ~~ACCOUNTANT~~will review ~~FEES~~on ~~AND~~a ~~SERVICES~~quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

~~Public Accounting~~ITEM ~~Fees~~ 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

~~During the~~The ~~period~~following ~~from~~is ~~March~~a ~~10,~~summary of ~~2021~~fees ~~(inception)~~paid ~~through~~or ~~December 31,~~to ~~2021,~~be ~~the~~paid ~~firm~~to of Marcum LLP, ~~has~~or ~~acted~~Marcum, asfor ~~our~~services ~~principal independent registered public accounting firm~~rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum LLP in connection with regulatory filings. The aggregate fees billed by Marcum LLP for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, the registration statement, the closing 8-K and other required filings with the SEC for the ~~period~~year ended December 31, 2022 and the period from March 10, 2021 (inception) through December 31, 2021 totaled $ 186,945 and $121,613, respectively. ~~The~~These ~~above~~amounts ~~amount~~include ~~includes~~ interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. We did not pay Marcum LLP for consultations concerning financial accounting and reporting standards ~~for~~during the year ended December 31, 2022 and during the period from March 10, 2021 (inception) through December 31, 2021.

Tax Fees. We incurred fees of $ 7,313 and $8,050 to Marcum LLP for tax compliance ~~for~~during the year ended December 31, 2022 and during period from March 10, 2021 (inception) through December 31, 2021, respectively.

All Other Fees. We did not pay Marcum LLP for other services ~~for~~during the year ended December 31, 2022 and during the period from March 10, 2021 (inception) through December 31, 2021.

Pre-Approval ~~of Services~~Policy

~~Since~~Our ~~our~~ audit committee was formed ~~had~~upon ~~not~~the ~~yet~~consummation ~~been~~of ~~formed~~our ~~when~~Initial ~~the~~Public ~~work~~Offering. ~~commenced~~As ina ~~2021~~result, the audit committee ~~was~~did not ~~able to~~ pre-approve all of the foregoing services, although ~~all~~any ~~such~~ services rendered prior to the formation of our audit committee were approved by our board of directors. ~~All~~Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services ~~subsequent~~and permitted non-audit services to be performed for us by our auditors, including the ~~formation~~fees ofand terms thereof (subject to the ~~audit~~de ~~committee~~minimis ~~have~~exceptions ~~been~~for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

4237

part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

The following are filed with this report:

	(1)	The financial statements listed on the Financial Statements Table of Contents
	(2)	Not applicable

(b)

Exhibits

The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 26, 2021, by and between Registrant and Oppenheimer & Co, as representatives of underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
3.1		Amended & Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
3.2		~~Bylaws~~Certificate of Amendment to the ~~Registrant~~Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.31 to the ~~Registration~~Current ~~Statement~~Report on Form S8-1K filed with the Securities & Exchange Commission on ~~June~~December 2523, ~~2021~~2022)
3.3		Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 25, 2021)
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 25, 2021)
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 25, 2021)
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 25, 2021)
4.4		Warrant Agreement, dated July 26, 2021 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021
4.5		Description of Securities
10.1		Letter Agreement, dated July 26, 2021, among the Registrant and its officers, directors and initial stockholders, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
10.2		Investment Management Trust Agreement, dated July 26, 2021, between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
10.3		Registration Rights Agreement, dated July 26, 2021, among the Registrant and certain stockholders of Registrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
10.4		Administrative Services Agreement, dated July 26, 2021, by and between the Registrant and OPY Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
10.5		Indemnity Agreement, dated July 26, 2021, among the Registrant and each of the officers and directors of Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 30, 2021)
31.1*		Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Co-Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Item 16 Form 10-K Summary

None

4338

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WILLIAMS ROWLAND ACQUISITION CORP.
Dated: April 21, 2022	By:	/s/ David B. Williams
Dated: April 17, 2023	By:	/s/ David B. Williams
	Name:	David B. Williams
	Title:	Co- Chief Executive Officer
Dated: April 21, 2022	WILLIAMS ROWLAND ACQUISITION CORP.
Dated: April 17, 2023	WILLIAMS ROWLAND ACQUISITION CORP.
	By:	/s/ Jonathan D. Rowland
	Name:	Jonathan D. Rowland
	Title:	Co-Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David B. Williams	Co-Chief Executive Officer	April 2117, ~~2022~~2023
David B. Williams	(Co-Principal Executive Officer)
/s/ Jonathan D. Rowland	Co-Chief Executive Officer	April 2117, ~~2022~~2023
Jonathan D. Rowland	(Co-Principal Executive Officer)
/s/ Bobby Morovati	Chief Financial Officer
Bobby Morovati	(Principal Financial and Accounting Officer)	April 2117, ~~2022~~2023
/s/ Betsy Battle
Betsy Battle	Director	April 2117, ~~2022~~2023
/s/ Tomago Collins
Tomago Collins	Director	April 21, 2022
/s/ William Kunkler
William Kunkler	Director	April 2117, ~~2022~~2023
/s/ Youlanda Deveaux
Youlanda Deveaux	Director	April 17, 2023

4439

WILLIAMS ROWLAND ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	F-2
Financial Statements:
Balance Sheet	F-3
Balance Sheets		F-3
Statement of Operations	F-4
Statements of Operations		F-4
Statement of Changes in Stockholders’ Equity	F-5
Statements of Changes in Stockholders’ Deficit		F-5
Statement of Cash Flows	F-6
Statements of Cash Flows		F-6
Notes to Financial Statements	~~F-7~~	F-7 to F-21

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ~~ACCOUNTING~~ ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Williams Rowland Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet of~~sheets of Williams Rowland Acquisition Corp. (the “Company”) as of December 31, ~~2021~~2022 and 2021, the related statements of operations, ~~changes~~ changes in stockholders’ ~~equity~~deficit and cash flows for the year ended December 31, 2022 and for the period from March 10, 2021 (inception) through to December 31, 2021, 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 year ended December 31, 2022 and for the period from March 10, 2021 through ~~(inception) to~~ December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, ~~2021~~2022 are not sufficient to complete its planned activities. ~~If the Company is unable to complete a Business Combination by January 29, 2023, then the Company will cease all operations except for the purpose of liquidating.~~ This ~~date~~condition ~~for mandatory liquidation and subsequent dissolution~~ raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans ~~regarding~~with 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.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our ~~audit~~ audits. 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 our ~~audit~~audits in accordance with the ~~standards~~ standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~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 ~~audit~~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~~ internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and 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 ~~audit~~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 ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ Marcum ~~llp~~ LLP

Marcum ~~llp~~LLP

We have served as the Company’s auditor since 2021.

~~Philadelphia~~New York, PANY

April 2117, ~~2022~~2023

F-2

WILLIAMS ROWLAND ACQUISITION CORP.

BALANCE ~~SHEET~~SHEETS

	December 31, 2021
	December 31,
Assets
	2022			2021
Current Assets:
Assets
Cash	$	613,068
Current Assets
Prepaid expenses		372,059
Cash	$	483,937		$	613,068
Total current assets		985,127
Prepaid expenses		214,912			372,059
Prepaid expenses - non-current portion		209,104
Total current assets		698,849			985,127
Investment held in Trust Account		234,646,626
Prepaid expenses – non-current portion		—			209,104
Total Assets	$	235,840,857
Cash and Investments held in trust account		35,902,882			234,646,626
Liabilities and Stockholders’ Deficit
Total Assets	$	36,601,731		$	235,840,857
Current Liabilities:
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses	$	550,862
Current Liabilities
Promissory note - related party		125,000
Accounts payable and accrued expenses	$	545,691		$	550,862
Total Current Liabilities		675,862
Income taxes payable		500,645			—
Deferred underwriters’ discount		8,050,000
Promissory note – related party		675,000			125,000
Total Liabilities		8,725,862
Total Current liabilities		1,721,336			675,862
Commitments and Contingencies
Deferred underwriters’ discount		8,050,000			8,050,000
Common stock subject to redemption, 23,000,000 shares at redemption value of $10.20		234,600,000
Total Liabilities		9,771,336			8,725,862
Stockholders’ Deficit:
Commitments and Contingencies
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-
Common stock subject to redemption, 3,466,135 and 23,000,000 shares at redemption value of $10.02 and $10.20 as of December 31, 2022 and 2021, respectively.		35,057,894			234,600,000
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,750,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		575
Stockholders’ Deficit
Additional paid-in capital		-
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Accumulated deficit		(7,485,580	)
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,750,000 shares issued and outstanding (excluding 3,466,135 and 23,000,000 shares subject to possible redemption)		575			575
Total Stockholders’ Deficit		(7,485,005	)
Additional paid-in capital		—			—
Total Liabilities and Stockholders’ Deficit	$	235,840,857
Accumulated deficit		(8,228,074	)		(7,485,580	)
Total Stockholders’ Deficit		(8,227,499	)		(7,485,005	)
Total Liabilities and Stockholders’ Deficit	$	36,601,731		$	235,840,857

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

F-3

WILLIAMS ROWLAND ACQUISITION CORP.

~~STATEMENT~~STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM MARCH 10, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

	For the Year Ended December 31, 2022			For the Period from March 10, 2021 (Inception) through December 31, 2021
Formation and operating costs	$	1,570,699		$	753,959
Loss from operations		(1,570,699	)		(753,959	)

Other income:
Trust interest income		3,191,516			46,626
Total other income		3,191,516			46,626

Income (Loss) before provision for income taxes		1,620,817			(707,333	)
Provision for income taxes		(600,645	)		—
Net income (loss)	$	1,020,172		$	(707,333	)

Basic and diluted weighted average shares outstanding, common stock subject to redemption		22,518,343			22,865,385
Basic and diluted net income (loss) per share	$	0.04		$	(0.03	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,750,000			5,376,263
Basic and diluted net income (loss) per share	$	0.04		$	(0.03	)

Formation and operating costs	$	753,959
Loss from operations		(753,959	)
Other income:
Trust interest income		46,626
Total other income		46,626
Net loss	$	(707,333	)
Basic and diluted weighted average shares outstanding, common stock subject to redemption		22,865,385
Basic and diluted net loss per share	$	(0.03	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,376,263
Basic and diluted net loss per share	$	(0.03	)

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

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

~~F-4~~WILLIAMS ROWLAND ACQUISITION CORP.

~~WILLIAMS~~STATEMENTS ~~ROWLAND~~OF ~~ACQUISITION~~CHANGES ~~CORP.~~IN STOCKHOLDERS’ DEFICIT

~~STATEMENT~~FOR OFTHE ~~CHANGES~~YEAR INENDED ~~STOCKHOLDERS’~~DECEMBER ~~DEFICIT~~31, 2022 AND FOR THE PERIOD FROM MARCH 10, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

FOR THE PERIOD FROM MARCH 10, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance – March 10, 2021 (inception)		—	$	—	$	—		$	—		$	—
Common stock issued to Sponsor		5,750,000		575		24,425			—			25,000
Fair value of 11,500,000 Public Warrants, net of allocated offering costs		—		—		10,806,744			—			10,806,744
Proceeds of 11,100,000 Private Placement Warrants		—		—		11,100,000			—			11,100,000
Fair value of Founder Shares transferred to Anchor Investors		—		—		2,772,169			—			2,772,169
Remeasurement of redeemable common stock		—		—		(24,703,338	)		(6,778,247	)		(31,481,585	)
Net income (loss)		—		—		—			(707,333	)		(707,333	)
Balance – December 31, 2021		5,750,000		575		—			(7,485,580	)		(7,485,005	)
Capital contribution made by Sponsor related to the shareholder non-redemption agreement						1,733,871						1,733,871
Cost of raising capital related to the shareholder non-redemption agreement						(1,733,871	)					(1,733,871	)
Remeasurement of common stock to possible redemption		—		—		—			(1,762,666	)		(1,762,666	)
Net income		—		—		—			1,020,172			1,020,172
Balance – December 31, 2022		5,750,000	$	575	$	—		$	(8,228,074	)	$	(8,227,499	)

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance as of March 10, 2021 (inception)		-	$	-	$	-		$	-		$	-
Common stock issued to Sponsor		5,750,000		575		24,425			-			25,000
Fair value of 11,500,000 Public Warrants, net of allocated offering costs		-		-		10,806,744			-			10,806,744
Proceeds of 11,100,000 Private Placement Warrants		-		-		11,100,000			-			11,100,000
Fair value of Founder Shares transferred to Anchor Investors		-		-		2,772,169			-			2,772,169
Remeasurement of redeemable common stock		-		-		(24,703,338	)		(6,778,247	)		(31,481,585	)
Net loss		-		-		-			(707,333	)		(707,333	)
Balance as of December 31, 2021		5,750,000	$	575	$	-		$	(7,485,580	)	$	(7,485,005	)

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

~~The accompanying notes are an integral part of these financial statements.~~F-5

~~F-5~~WILLIAMS ROWLAND ACQUISITION CORP.

~~WILLIAMS~~STATEMENTS ~~ROWLAND~~OF ~~ACQUISITION~~CASH ~~CORP.~~FLOWS

STATEMENT OF CASH FLOWS

	For the Year Ended December 31, 2022			For the Period from March 10, 2021 (Inception) Through December 31, 2021
Cash flows from operating activities:
Net income (loss)	$	1,020,172		$	(707,333	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Trust interest income		(3,191,516	)		(46,626	)
Changes in current assets and liabilities:
Prepaid expenses		366,252			(581,163	)
Accounts payable and accrued expenses		(5,172	)		550,862
Income taxes payable		500,646			—
Net cash used in operating activities		(1,309,618	)		(784,260	)

Cash flows from investing activities:
Investment of cash in Trust Account		—			(234,600,000	)
Cash withdrawn from Trust Account for redemptions		201,304,772
Cash withdrawn from Trust Account to pay taxes		630,487			—
Net cash provided by (used in) investing activities		201,935,259			(234,600,000	)

Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discount		—			225,400,000
Proceeds from issuance of Private Placement Warrants		—			11,100,000
Proceeds from sale of founder shares to initial stockholders		—			25,000
Proceeds from issuance of convertible promissory note to related party		550,000			225,000
Repayment of promissory note to related party		—			(100,000	)
Payment of deferred offering costs		—			(652,672	)
Redemption of common stock		(201,304,772	)		—
Net cash (used in) provided by financing activities		(200,754,772	)		235,997,328

Net change in cash		(129,131	)		613,068
Cash, beginning of the period		613,068			—
Cash, end of the period	$	483,937		$	613,068
Supplemental disclosure of cash flow information:
Remeasurement of common stock to possible redemption	$	1,762,666		$	31,481,585
Income taxes paid	$	100,000			—
Deferred underwriters’ discount payable charged to additional paid-in capital	$	—		$	8,050,000

~~FOR~~The ~~THE~~accompanying ~~PERIOD~~notes ~~FROM~~are ~~MARCH~~an ~~10, 2021 (INCEPTION)~~integral ~~THROUGH~~part ~~DECEMBER~~of ~~31,~~the ~~2021~~financial statements.

Cash flows from operating activities:
Net loss	$	(707,333	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(46,626	)
Changes in current assets and liabilities:
Prepaid expenses		(581,163	)
Accrued payable and expenses		550,862
Net cash used in operating activities		(784,260	)
Cash flows from investing activities:
Investment of cash in Trust Account		(234,600,000	)
Net cash used in investing activities		(234,600,000	)
Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discount		225,400,000
Proceeds from issuance of Private Placement Warrants		11,100,000
Proceeds from sale of founder shares to initial stockholders		25,000
Proceeds from issuance of promissory note to related party		225,000
Repayment of promissory note to related party		(100,000	)
Payment of offering costs		(652,672	)
Net cash provided by financing activities		235,997,328
Net change in cash		613,068
Cash, beginning of the period		-
Cash, end of the period	$	613,068
Supplemental disclosure of non-cash financing activities:
Deferred underwriters’ discount	$	8,050,000
Remeasurement of common stock subject to possible redemption to fair value	$	31,481,585

F-6

~~The~~Note ~~accompanying~~1 ~~notes~~— ~~are~~Organization anand ~~integral part of~~Business ~~these financial statements.~~Operations

~~F-6~~Williams Rowland Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation 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 “Business Combination”). The Company has initiated discussions with a potential target, but has not selected any Business Combination target. The Company may pursue an initial business combination target in any business or industry.

~~WILLIAMS~~As ~~ROWLAND~~of ~~ACQUISITION~~December ~~CORP~~31, 2022, the Company had not commenced any operations. All activity for the period from March 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation and operation and the Initial Public Offering (“IPO” or “Public Offering”) and the pursuit of a business combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash, the Trust Account (as defined below) and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

~~NOTES~~The TOCompany’s ~~FINANCIAL~~sponsors ~~STATEMENTS~~are Williams Rowland Sponsor LLC, a Delaware limited liability company and WRAC Ltd (collectively, the “Sponsors”). The registration statement for the Company’s initial public offering was declared effective on July 26, 2021 (the “Effective Date”). On July 29, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 20,000,000 units (the “Units”), at $10.00 per unit, generating gross proceeds of $200,000,000 (see Note 3). The underwriters exercised their full over-allotment option to purchase an additional 3,000,000 Units on August 5, 2021.

Simultaneously with the closing of the IPO, the Company consummated the sale of 9,900,000 warrants to the Sponsor (the “Private Placement Warrant(s)”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $9,900,000 (see Note 4). Each Private Placement Warrant is exercisable to purchase one share of Common stock at $11.50 per share. The Sponsor purchased an additional 1,200,000 Private Placement Warrants as a result of the underwriters’ exercise of their full over-allotment ~~Organization~~option ~~and~~on ~~Business~~August ~~Operations~~5, 2021.

~~Williams~~Transaction ~~Rowland~~costs ~~Acquisition~~of ~~Corp.~~the isIPO aand ~~newly~~subsequent ~~organized,~~over-allotment ~~blank~~exercise ~~check~~amounted ~~company~~to ~~incorporated~~$16,074,841, ascomprised ~~a Delaware corporation for the purpose~~ of ~~effecting a merger~~$4,600,000 ~~capital~~of ~~stock~~underwriting ~~exchange~~discount, ~~asset acquisition~~$8, ~~stock purchase~~050,000 ~~reorganization~~of ordeferred ~~similar business combination with one or more businesses (the “Business Combination”).~~underwriting ~~The~~discount, ~~Company~~fair ~~has~~value ~~not~~of ~~selected~~founder ~~any~~shares ~~Business~~transferred ~~Combination~~to ~~target~~Anchor ~~and~~Investors ~~the~~of ~~Company has not~~$2,772,169 ~~nor~~(as ~~has~~defined ~~anyone~~in onNote ~~its behalf~~5), ~~initiated~~and ~~any substantive discussions~~$652,672 ~~directly~~of orother ~~indirectly, with any Business Combination target. The Company may pursue an initial business combination target~~offering ~~in any business or industry~~costs.

AsThe ofCompany’s ~~December~~Business ~~31,~~Combination must ~~2021,~~be ~~the~~with ~~Company~~one ~~had~~or ~~not~~more ~~commenced any~~target ~~operations.~~businesses ~~All~~that ~~activity~~together ~~for~~have a fair value equal to at least 80% of the ~~period~~net ~~from~~balance ~~March 10,~~in ~~2021~~the Trust Account (~~inception~~as defined below) ~~through~~(excluding ~~December~~the ~~31,~~amount ~~2021~~of ~~relates~~deferred tounderwriting discounts held and taxes payable on the ~~Company’s~~income earned on the Trust ~~formation~~Account) ~~and~~at ~~operation~~the ~~and~~time of the ~~Initial~~signing ~~Public~~an ~~Offering~~agreement ~~(“IPO”~~to orenter ~~“Public~~into ~~Offering”)~~a Business Combination. ~~The~~However, the Company will ~~not~~only ~~generate~~complete a Business ~~any~~Combination ~~operating~~if ~~revenues~~the ~~until~~post-Business ~~after~~Combination ~~the~~company ~~completion~~owns ofor ~~its~~acquires ~~Business~~50% ~~Combination,~~or atmore of the ~~earliest.~~outstanding ~~The~~voting ~~Company~~securities ~~generates~~of ~~non-operating income~~the target or otherwise acquires a controlling interest in the ~~form~~target ofsufficient ~~interest~~for ~~income~~it onnot ~~cash,~~to ~~the~~be ~~Trust~~required ~~Account~~to (register as ~~defined~~an ~~below)~~investment ~~and~~company under ~~cash~~the ~~equivalents~~Investment ~~from~~Company ~~the~~Act ~~proceeds~~of ~~derived~~1940, ~~from~~as amended (the ~~IPO. The~~“Investment Company ~~has~~Act”). ~~selected~~There ~~December~~is 31no asassurance ~~its~~that ~~fiscal~~the ~~year~~Company will ~~end~~be able to successfully effect a Business Combination.

~~The~~Following ~~Company~~the closing of the IPO on July 29, 2021, and the subsequent full exercise of the underwriters’s ~~sponsors~~over-allotment ~~are~~option ~~Williams~~on ~~Rowland~~August ~~Sponsor~~5, ~~LLC~~2021 of $236,500,000 (comprised of $205,900,000 from the IPO and $30,600,000 from the over-allotment) from the net proceeds of the sale of the Units, including a ~~Delaware~~portion of the proceeds from the ~~limited~~sale ~~liability~~of ~~company~~the ~~and~~Private ~~WRAC~~Placement ~~Ltd~~Warrants, ~~(collectively~~$234,600,000 ($10.20 per Unit) was placed in the trust account (“~~Sponsors~~Trust Account”). ~~The~~located in ~~registration~~the ~~statement~~United ~~for~~States ~~the~~with Continental Stock Transfer & Trust Company~~’s initial~~ acting as trustee and $1,900,000 of the total proceeds of the public and private offering was ~~declared~~deposited ~~effective~~into the Company’s Operating Bank account on July 2630, 2021. (These funds are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the ~~“Effective~~Investment ~~Date”)~~Company Act which invest only in direct U.S. Ongovernment ~~July~~treasury 29obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 ~~2021~~interest to pay dissolution expenses), the ~~Company~~proceeds ~~consummated~~from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the initial Business Combination, (b) the redemption of any public ~~offering~~shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the “substance or timing of the ability of holders of the public shares to seek redemption in connection with the initial Business Combination or the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering” or ~~“IPO”~~(ii) ~~of 20~~with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity,~~000,000 units~~ and (c) the ~~“Units”),~~redemption of the public shares if the Company atis ~~$10.00 per~~unable ~~unit,~~to ~~generating~~complete ~~gross~~the ~~proceeds~~initial Business Combination within 18 months from the closing of ~~$200~~the Public Offering,~~000,000 (see~~ ~~Note~~subject 4)to applicable law. The ~~underwriters~~proceeds ~~exercised~~deposited ~~their~~in ~~full~~the ~~over-allotment option~~Trust Account could become subject to ~~purchase~~the anclaims ~~additional 3~~of the creditors,~~000~~ if any,~~000~~ ~~Units on~~which ~~August~~could 5,have ~~2021~~priority over the claims of the public stockholders.

Simultaneously with the closing of the IPO, the Company consummated the sale of 9,900,000 warrants to the Sponsor (the “Private Placement Warrant(s)”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $9,900,000 (see Note 5). Each Private Placement Warrant is exercisable to purchase one share of Common stock at $11.50 per share. The Sponsor purchased an additional 1,200,000 Private Placement Warrants as a result of the underwriters’ exercise of their full overF-~~allotment option on August 5, 2021.~~7

~~Transaction~~The ~~costs~~Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the ~~IPO~~completion ~~and~~of ~~subsequent~~the ~~over-allotment~~initial Business Combination either ~~exercise~~(i) ~~amounted~~in connection with a stockholder meeting called to ~~$16,074,841,~~approve ~~comprised~~the initial Business Combination or (ii) by means of ~~$4,600,000~~ a tender offer. The decision as to whether the Company will seek stockholder approval of ~~underwriting~~a ~~discount~~proposed initial Business Combination or conduct a tender offer will be made by the Company, $8solely in its discretion,~~050,000~~ and will be based on a variety of ~~deferred~~factors ~~underwriting~~such ~~discount,~~as the timing of the transaction ~~fair~~and ~~value~~whether the terms of ~~founder~~the ~~shares~~transaction ~~transferred~~would require the Company to ~~Anchor~~seek ~~Investors~~stockholder approval under the law or stock exchange listing requirements. The Company will provide the public stockholders with the opportunity to redeem all or a portion of $2their public shares upon the completion of the initial Business Combination at a per-share price,~~772~~ payable in cash,~~179~~ ~~(as~~equal ~~defined~~to the aggregate amount then on deposit in ~~Note~~the 6)Trust ~~over~~Account ~~par~~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 ~~$652~~not previously released to the Company to pay its taxes,~~672~~ divided by the number of ~~other~~then ~~offering~~outstanding ~~costs~~public shares, subject to the limitations described herein.

The ~~Company’s~~shares ~~Business~~of ~~Combination~~common ~~must~~stock besubject ~~with~~to ~~one or more target~~redemption ~~businesses~~are ~~that~~recorded ~~together~~at ~~have~~redemption ~~a fair~~ value ~~equal~~and toclassified atas ~~least 80%~~temporary ofequity, ~~the net balance~~ in ~~the~~accordance ~~Trust~~with ~~Account~~Financial ~~(as~~Accounting ~~defined~~Standards ~~below~~Board’s (“FASB”) ~~(excluding the~~Accounting ~~amount~~Standards ofCodification ~~deferred underwriting discounts held and taxes payable on the income earned on the Trust Account~~(“ASC”) atTopic ~~the~~480 ~~time~~“Distinguishing ofLiabilities ~~the~~from ~~signing~~Equity.” anThe ~~agreement to enter into a Business Combination. However, the~~ Company will ~~only~~proceed ~~complete~~with a Business Combination if the ~~post-Business Combination company~~Company ~~owns~~has ornet ~~acquires 50%~~tangible orassets ~~more~~ of ~~the~~at ~~outstanding~~least ~~voting~~$5,000,001 ~~securities~~upon such consummation of ~~the~~a ~~target~~Business orCombination ~~otherwise~~and, ~~acquires~~if ~~a controlling interest in~~ the ~~target~~Company ~~sufficient~~seeks ~~for~~stockholder itapproval, ~~not~~a tomajority beof ~~required to register as an investment company under~~ the ~~Investment~~issued ~~Company~~and ~~Act~~outstanding ofshares ~~1940,~~voted asare ~~amended~~voted ~~(the~~in ~~“Investment~~favor ~~Company~~of ~~Act”). There is no assurance that~~ the ~~Company will be able to successfully effect a~~ Business Combination.

~~Following~~The ~~the~~Company ~~closing~~will ofhave ~~the~~only ~~IPO~~18 onmonths ~~July 29, 2021,~~from ~~and~~ the ~~subsequent~~closing ~~full exercise~~ of the ~~underwriters’~~Public ~~over-allotment~~Offering, ~~option~~or onJanuary ~~August 5~~29, ~~2021,~~2023 ~~$236,500,000~~ (~~comprised of $205,900,000 from~~ the ~~IPO~~“Combination ~~and $30,600,000 from the over-allotment~~Period”) ~~from~~to complete the ~~net~~initial ~~proceeds~~Business ofCombination. If the ~~sale~~Company ofis ~~the~~unable ~~Units,~~to ~~including~~complete ~~a portion of~~ the ~~proceeds from~~initial ~~the~~Business ~~sale~~Combination ofwithin the ~~Private~~Combination ~~Placement Warrants~~Period, ~~was~~the ~~deposited~~Company inwill: ~~a trust account~~ (~~“Trust Account”~~i), ~~located~~cease ~~in the United States~~all ~~with~~operations ~~Continental~~except ~~Stock~~for ~~Transfer~~the &purpose ~~Trust~~of ~~Company~~winding ~~acting as trustee. Of this amount~~up, ~~$1,900,000 was~~(ii) ~~deposited~~as ~~into~~promptly ~~the~~as ~~Company’s Operating~~reasonably ~~Bank~~possible ~~account~~but onnot ~~July~~more ~~30,~~than ~~2021,~~ten ~~leaving~~business ~~$234,600,000 ($10.20 per~~days ~~Unit)~~thereafter subject into ~~the~~lawfully ~~Trust~~available ~~Account. These~~ funds ~~are~~therefor, ~~invested only~~redeem in100% ~~U.S.~~of ~~government~~the ~~securities~~public ~~with~~shares, at a ~~maturity~~per-share ofprice, ~~185 days~~payable ~~or less or~~ in ~~money~~cash, ~~market~~equal ~~funds~~to ~~meeting~~the ~~certain conditions under~~aggregate ~~Rule 2a-7 under~~amount ~~the~~then ~~Investment~~on ~~Company~~deposit ~~Act which invest only~~ in ~~direct~~the ~~U.S.~~Trust ~~government~~Account ~~treasury~~including ~~obligations. Except with respect to~~ interest earned on the funds held in the Trust Account ~~that~~and ~~may~~not bepreviously released to the Company to pay its franchise and income ~~tax~~taxes ~~obligations~~ (less up to $100,000 of interest to pay dissolution expenses), ~~the~~divided ~~proceeds~~by ~~from~~ the ~~Public~~number of ~~Offering~~then ~~and~~outstanding ~~the~~public ~~sale~~shares, ofwhich ~~the~~redemption ~~Private Placement Warrants~~ will ~~not~~completely beextinguish ~~released~~public ~~from~~stockholders’ ~~the~~rights ~~Trust~~as ~~Account~~stockholders ~~until the earliest of~~ (a) including the ~~completion~~right ofto ~~the~~receive ~~initial~~further ~~Business~~liquidating ~~Combination~~distributions, ~~(b) the~~ ~~redemption~~if of any), ~~public~~subject ~~shares~~to ~~properly~~applicable ~~submitted~~law, inand ~~connection~~(iii) ~~with~~as apromptly ~~stockholder~~as ~~vote~~reasonably ~~to amend the Company’s amended and~~possible ~~restated~~following ~~certificate~~such ofredemption, ~~incorporation~~subject ~~(i)~~ to ~~modify~~ the ~~substance~~approval ~~or timing~~ of the ~~ability~~Company’s ofremaining ~~holders~~stockholders ofand the ~~public~~board ~~shares~~of todirectors, ~~seek~~dissolve ~~redemption~~and inliquidate, ~~connection~~subject ~~with~~in ~~the~~each ~~initial~~case ~~Business~~to ~~Combination or~~ the Company’s ~~obligation~~obligations tounder ~~redeem 100%~~Delaware oflaw ~~the~~to ~~public~~provide ~~shares~~for ~~if the~~claims ~~Company~~of ~~does~~creditors ~~not~~and ~~complete~~ the requirements ~~initial~~of ~~Business~~other ~~Combination~~applicable ~~within~~law. ~~18 months~~There ~~from~~will ~~the~~be ~~closing~~no ofredemption ~~the~~rights ~~Public~~or ~~Offering~~liquidating ordistributions ~~(ii)~~ with respect to ~~any~~the ~~other provision relating to stockholders’ rights or pre-Business Combination activity~~warrants, ~~and (c) the redemption~~which ofwill ~~the~~expire ~~public~~worthless ~~shares~~ if the Company isfails ~~unable~~ to complete the initial Business Combination within ~~18 months from~~ the ~~closing~~Combination ~~of the Public Offering, subject to applicable law~~Period. ~~The proceeds deposited in the Trust Account could become subject to the claims of the creditors, if any, which could have priority over the claims of the public stockholders.~~

F-78

~~The~~On ~~Company~~December ~~will~~22, ~~provide~~2022, ~~its public stockholders with~~ the ~~opportunity~~Company toheld ~~redeem all or~~ a ~~portion~~special meeting of ~~their~~stockholders ~~public shares upon~~ (the ~~completion~~“Meeting’), ofAt the ~~initial~~Meeting, ~~Business Combination either (i) in connection with a stockholder meeting called to approve~~ the ~~initial~~Company’s ~~Business~~stockholders ~~Combination~~approved oran ~~(ii) by~~amendment ~~means of a tender offer. The decision as~~ to ~~whether~~ the Company’s Amended ~~will~~and ~~seek~~Restated ~~stockholder~~Certificate ~~approval~~ of aIncorporation ~~proposed~~with ~~initial Business Combination or conduct a tender offer will be made by~~ the ~~Company,~~Delaware ~~solely~~Secretary ~~in its discretion, and will be based on a variety~~ of ~~factors~~State ~~such as~~ (the ~~timing~~“Charter ofAmendment”), ~~the~~giving ~~transaction~~the ~~and~~Company ~~whether~~ the ~~terms~~right ofto the ~~transaction~~date ~~would~~by ~~require~~which the Company has to ~~seek~~consummate ~~stockholder~~a ~~approval~~business ~~under~~combination ~~the~~up ~~law~~to orsix ~~stock~~(6) ~~exchange~~times ~~listing requirements. The Company will provide~~ (the ~~public~~“Charter ~~stockholders~~Amendment”), each ~~with~~such ~~the~~extension ~~opportunity~~for toan ~~redeem~~additional ~~all~~one or(1) amonth ~~portion~~period of(each ~~their~~an ~~public~~“Extension”), ~~shares upon~~from ~~the~~January ~~completion~~29, of2023 ~~the~~to ~~initial~~July ~~Business~~29, ~~Combination~~2023 ~~at a per-share price~~(or, if ~~payable~~not ina ~~cash~~business day, ~~equal to~~ the ~~aggregate~~next ~~amount~~business ~~then on~~day ~~deposit~~thereafter) in(such ~~the~~date ~~Trust~~actually ~~Account~~extended asbeing ofreferred ~~two~~to ~~business~~as ~~days~~the ~~prior~~“Extended toTermination Date”). ~~the~~In ~~consummation~~connection ofwith the ~~initial~~vote ~~Business Combination, including interest earned~~ on the ~~funds~~Charter ~~held~~Amendment inat the ~~Trust~~Special ~~Account~~Meeting, ~~and~~a ~~not~~total ~~previously~~of ~~released~~19,533,865 toshares ~~the~~of ~~Company~~common tostock were ~~pay~~submitted ~~its~~for ~~taxes~~redemption, ~~divided~~for by the ~~number~~total amount of ~~then outstanding public shares~~201, ~~subject to the limitations described herein~~304,772.

~~The~~In ~~shares~~connection ofwith ~~common~~the ~~stock~~Extension ~~subject~~the toCompany ~~redemption~~entered ~~are~~into ~~recorded~~Non-Redemption atAgreements ~~redemption~~with ~~value~~certain ~~and~~stockholders ~~classified~~which asowned ~~temporary equity~~2,431,454 inof ~~accordance~~Common ~~with~~stock, ~~Financial~~pursuant ~~Accounting~~to ~~Standards~~which ~~Board’s~~these ~~(“FASB”)~~stockholders have ~~Accounting~~committed ~~Standards~~not ~~Codification~~to ~~(“ASC”)~~redeem ~~Topic~~their ~~480~~redeemable ~~“Distinguishing~~shares ~~Liabilities~~during ~~from~~the ~~Equity~~vote.” ~~The~~In ~~Company~~consideration ~~will~~of ~~proceed with~~this aagreement, ~~Business Combination if~~ the ~~Company~~Sponsor has ~~net~~agreed ~~tangible~~to ~~assets of at least $5,000,001 upon such consummation of a Business Combination~~transfer ~~and~~345,674 ~~if the Company seeks stockholder approval, a majority~~ of ~~the~~its ~~issued~~Common ~~and~~Stock ~~outstanding~~to ~~shares voted are voted in favor of~~ the ~~Business Combination~~Non-Redeeming Stockholders.

The ~~Company~~initial ~~will~~stockholders, ~~have~~Sponsors, ~~only~~executive officers ~~18 months~~and ~~from~~directors ~~the~~have ~~closing~~entered ofinto ~~the~~a ~~Public Offering,~~letter oragreement ~~January~~with ~~29, 2023 (~~the ~~“Combination~~Company, ~~Period”)~~pursuant to ~~complete~~which ~~the~~they ~~initial~~have ~~Business~~agreed ~~Combination.~~to If(i) ~~the~~waive ~~Company~~their ~~is unable~~redemption torights ~~complete~~with ~~the~~respect ~~initial~~to ~~Business~~any ~~Combination~~founder ~~within~~shares ~~the~~and ~~Combination~~public ~~Period,~~shares ~~the~~they ~~Company~~hold ~~will: (i) cease~~in ~~all~~connection ~~operations~~with ~~except for~~ the ~~purpose~~completion of ~~winding~~the ~~up,~~initial Business Combination, (ii) as ~~promptly~~waive astheir ~~reasonably~~redemption ~~possible~~rights ~~but~~with ~~not~~respect ~~more than ten business days thereafter subject~~ to ~~lawfully~~ ~~available~~any ~~funds~~founder ~~therefor,~~shares ~~redeem~~and ~~100% of the~~ public shares, atthey ahold ~~per-share price, payable~~ in ~~cash,~~connection ~~equal~~with toa ~~the~~stockholder ~~aggregate~~vote ~~amount~~to ~~then~~approve onan ~~deposit~~amendment into<

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