As filed with the U.S. Securities and Exchange Commission on ~~May~~November 12, ~~2023~~2024.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________

FPA ENERGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

______________

Delaware		6770		88-2098668
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

12460 Crabapple Road — No.202.623
Alpharetta, GA 30004
Telephone: (407) 213-6770
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Christopher Yurko, Chief Executive Officer
FPA Energy Acquisition Corp.
12460 Crabapple Road — No.202.623
Alpharetta, GA 30004
Telephone: (407) 213-6770
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

Barry Grossman, Esq. Mark Orenstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th floor New York, New York 10105 Telephone: (212) 370-1300 William B. Nelson, Esq. Alain Dermarkar, Esq. Taylor E. Landry, Esq. ~~Shearman~~Allen &Overy Shearman Sterling US LLP 800 ~~Capital~~Capitol Street, Suite 2200 Houston, Texas 77002 Telephone: (713) 354-4900

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED ~~MAY~~NOVEMBER 12, ~~2023~~2024

FPA Energy Acquisition Corp.

$100,000,000

10,000,000 Units

______________

FPA Energy Acquisition Corp. is a blank check company (the “Company”) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our efforts on ~~identifying~~businesses ~~empty~~in orthe ~~under~~waste-~~performing~~to-energy office properties located in major metropolitan areas that can be transformed into mixed use developments that include apartments, offices and retail establishments, including restaurants, where one can live, work and play, incorporating efficient green technologyindustry. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our common stock, ~~one right,~~ and one ~~redeemable warrant~~right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination, so you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing of a business combination. Each warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 30-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any.

WeFPA ~~will~~Energy ~~provide~~Sponsors, ~~our~~LLC ~~public~~(which ~~stockholders~~we ~~with~~refer ~~the~~to ~~opportunity~~throughout tothis ~~redeem~~prospectus ~~all~~as our “sponsor” or aour ~~portion~~“initial ofstockholder”) ~~their~~owns 2,875,000 shares of our common stock ~~upon~~(which ~~the~~we ~~completion~~refer ofto ~~our~~as ~~initial~~“founder ~~business~~shares” ~~combination~~as atfurther adescribed ~~per-share price~~herein), ~~payable~~up into ~~cash~~375,000 ~~equal~~of which will be surrendered to us for no consideration after the ~~aggregate~~closing ~~amount~~of ~~then~~this onoffering ~~deposit~~depending inon the ~~trust~~extent ~~account~~to ~~described~~which ~~below~~the asover-allotment ofoption ~~two business days~~is ~~prior~~exercised toby the ~~consummation~~underwriters. ofIn August 2022, our ~~initial~~sponsor ~~business~~purchased ~~combination~~3,751,875 ~~including~~founder ~~interest~~shares ~~(which~~for ~~interest~~an ~~shall~~aggregate bepurchase ~~net~~price of ~~taxes~~$25,000. ~~payable)~~In ~~divided~~April by2023, ~~the~~our ~~number~~sponsor ofsurrendered ~~then~~876,875 ~~outstanding~~founder shares ofin ~~common~~connection ~~stock~~with ~~that~~a ~~were~~reduction ~~sold~~in asthe ~~part~~number of ~~the~~ units being offered in this offering. ~~(collectively,~~After ~~the~~giving ~~“public~~effect ~~shares”), subject~~ to the ~~limitations~~surrender ~~described~~of ~~herein.~~these Iffounder weshares, ~~are~~the ~~unable~~effective topurchase ~~complete~~price ~~our~~for ~~business~~the ~~combination~~2,875,000 ~~within~~founder ~~15 months~~shares ~~from~~owned ~~the~~by ~~closing~~our ofsponsor ~~this~~was ~~offering~~$0.009 ~~(the~~per ~~“combination~~share. ~~period”),~~Because weour ~~will~~sponsor ~~redeem~~acquired ~~100% of~~ the ~~public~~founder shares at a ~~per-share~~ nominal price, ~~payable~~our inpublic ~~cash,~~stockholders ~~equal~~will toincur ~~the~~an ~~aggregate~~immediate ~~amount~~and ~~then~~substantial ondilution ~~deposit~~upon in the ~~trust~~closing ~~account,~~of ~~including~~this ~~interest~~offering. ~~(less~~See upthe tosection ~~$100,000~~titled of“Risk ~~interest~~Factors — Risks Relating to ~~pay~~Our ~~dissolution~~Sponsor ~~expenses~~ and ~~which~~Management ~~interest~~Team — The ~~shall~~nominal bepurchase ~~net~~price ofpaid ~~taxes~~by ~~payable)~~our ~~divided~~sponsor byfor the ~~number~~founder ofshares ~~then~~may ~~outstanding~~result ~~public~~in ~~shares,~~significant ~~subject~~dilution to ~~applicable~~the ~~law~~implied ~~and~~value asof ~~further~~your ~~described~~public ~~herein~~shares upon the consummation of our initial business combination.”

~~Wells~~Biogas ~~Real~~Corp. ~~Estate Investment LLC1~~ (“~~Wells~~Biogas”), a ~~South~~North ~~Florida~~Carolina based ~~real~~waste-to-energy ~~estate~~company, ~~investment~~of ~~and~~which ~~development~~Christopher ~~company~~Yurko, our Chairman and aChief ~~member~~Executive ofOfficer, ~~our~~is ~~sponsor~~a director, has committed pursuant to a written agreement to purchase an aggregate of 6547,000~~,000 warrants~~ units (or 6587,~~631,200 warrants~~500 units if the underwriters’ over-allotment option is exercised in full) at a price of $110.00 per ~~warrant~~unit ($65,~~000~~470,000 in the aggregate, or $65,~~631~~875,~~200~~000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. I-Bankers Securities, Inc., representative of the underwriters (“I-Bankers” or the “Representative”), has committed to purchase an additional ~~500~~30,000 ~~warrants~~ units (or ~~543~~34,~~800 warrants~~500 units if the underwriters’ over-allotment option is exercised in full) at a price of $110.00 per ~~warrant~~unit ($~~500~~300,000 in the aggregate, or $~~543~~345,~~800~~000 if the underwriters’ over-allotment option is exercised in full) (such ~~warrants~~units together with the ~~warrants~~units purchased by ~~Wells~~Biogas, the “private placement ~~warrants~~units”). The private placement ~~warrants~~units are identical to the ~~warrants~~units sold in this offering, except as otherwise described in this prospectus. Our sponsor, FPA Energy Sponsors LLC (the “sponsor”) owns 2,875,000 shares of common stock (“founder shares”), of which up to 375,000 are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.

~~Currently,~~We ~~there~~have isuntil nothe ~~public~~date ~~market~~that ~~for~~is ~~our~~21 ~~units,~~months ~~common~~from ~~stock,~~the ~~rights,~~closing of this offering or ~~warrants.~~until Wesuch ~~intend~~earlier toliquidation ~~apply~~date as our board of directors may approve, to ~~list~~consummate our ~~units,~~initial ~~common~~business ~~stock,~~combination. ~~rights~~If ~~and~~we ~~warrants~~anticipate onthat ~~the~~we ~~Nasdaq~~may ~~Global~~be ~~Market~~unable ~~(“Nasdaq”)~~to ~~under~~consummate ~~the~~our ~~symbols~~initial ~~“FPAQU,”~~business ~~“FPAQ,”~~combination ~~“FPAQR”~~within ~~and~~such ~~“FPAQW~~21-month period,” ~~respectively.~~we Wemay ~~expect~~seek ~~that~~stockholder ~~our~~approval ~~units~~to ~~will~~amend beour ~~listed~~amended onand ~~Nasdaq~~restated oncertificate orof ~~promptly~~incorporation ~~after~~to extend the date ofby ~~this~~which ~~prospectus.~~we Wemust ~~cannot~~consummate ~~guarantee that~~ our ~~securities~~initial ~~will~~business becombination ~~approved~~(which ~~for~~date, ~~listing~~as onit ~~Nasdaq.~~may ~~The~~be ~~common stock~~extended, ~~rights,~~we ~~and~~refer ~~warrants~~to ~~comprising~~as the ~~units~~“combination ~~will~~period”). ~~begin~~If ~~separate~~we ~~trading~~seek onstockholder ~~the~~approval ~~52nd day~~for ~~following~~an ~~the~~extension, ~~date~~holders of ~~this~~public ~~prospectus~~shares ~~(or~~will ifbe ~~such~~offered ~~date~~an isopportunity ~~not~~to aredeem ~~business day~~their shares, ~~the~~at ~~following~~a ~~business day)~~per ~~unless the~~share ~~Representative informs~~price, uspayable ofin ~~its~~cash, ~~decision~~equal to ~~allow~~the ~~earlier~~aggregate ~~separate~~amount ~~trading,~~then ~~subject~~on todeposit ~~our~~in ~~filing~~the atrust ~~Current~~account, ~~Report~~including oninterest ~~Form 8-K with~~earned ~~the~~thereon ~~Securities~~(which ~~and~~interest ~~Exchange~~shall ~~Commission~~be ~~(the~~net ~~“SEC”)~~of ~~containing~~taxes anpayable), ~~audited~~divided ~~balance~~by ~~sheet~~the ~~reflecting~~number ~~our~~of ~~receipt~~then ofissued ~~the~~and ~~gross~~outstanding ~~proceeds~~public ofshares, ~~this~~subject ~~offering~~to ~~and~~applicable ~~issuing~~law. aIf ~~press~~we ~~release~~are ~~announcing~~unable ~~when~~to ~~such~~complete ~~separate~~our ~~trading~~initial ~~will~~business ~~begin.~~combination Atbefore the ~~time~~end ~~that~~of the ~~common~~combination ~~stock~~period, ~~rights,~~or ~~and~~by ~~warrants~~such ~~comprising~~earlier ~~the~~liquidation ~~units~~date ~~begin~~as ~~separate~~our ~~trading~~board of directors may approve, ~~holders~~we will ~~hold~~redeem 100% of the ~~separate~~public ~~securities~~shares ~~and~~at noa ~~longer~~per ~~hold~~share ~~units~~price, ~~(without~~payable ~~any~~in ~~action~~cash, ~~needing~~equal to bethe ~~taken~~aggregate byamount then on deposit in the ~~holders)~~trust account, ~~and~~including ~~the~~interest ~~units~~earned ~~will~~thereon no(which ~~longer~~interest ~~trade.~~shall ~~Once~~be ~~the~~net ~~securities~~of ~~comprising~~taxes ~~the~~payable ~~units~~and ~~begin~~up ~~separate~~to ~~trading~~$100,000 weof ~~expect~~interest ~~that~~to ~~the~~pay ~~common~~dissolution ~~stock~~expenses), ~~rights,~~divided by the number of then issued and ~~warrants~~outstanding ~~will~~public beshares, ~~listed~~subject onto ~~Nasdaq~~applicable ~~under~~law ~~the~~as ~~symbols~~further ~~“FPAQ,”~~described herein. See “~~FPAQR”~~Summary — The Offering — Redemption of public shares and ~~“FPAQW,~~distribution and liquidation if no initial business combination” ~~respectively~~for more information.

WeTable ~~are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree~~ of risk. See “Risk Factors” beginning on page 28 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.Contents

We will provide our public stockholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their shares of our common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering (collectively, the “public shares”), subject to the limitations described herein. See “Summary — The Offering — Redemption rights for public stockholders upon completion of our initial business combination” for more information.

Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See “Summary — The Offering — Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote” for further discussion on certain limitations on redemption rights.

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, 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. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. If we are unable to complete our initial business combination within the combination period, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public stockholders. In addition, certain of our officers and directors presently have, and any of them in the future may have 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. 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. Additionally, we will pay our Acting Chief Financial Officer $10,000 per month for his services commencing upon the date the registration statement of which this prospectus forms a part is declared effective until the consummation of our initial business combination. Upon consummation of this offering, we will repay up to $750,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into private placement equivalent units of the post-business combination entity at a price of $10.00 per unit at the option of our sponsor. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. See “Summary — Sponsor Information,” “Summary — The Offering — Founder Shares,” “Summary — The Offering — Transfer Restrictions on Founder Shares,” “Summary — The Offering — Conflicts of interest,” “Proposed Business — Effecting our Initial Business Combination” and “Management — Conflicts of Interest” for more information.

Currently, there is no public market for our units, common stock or rights. We have applied to list our units, common stock and rights on the Nasdaq Global Market (“Nasdaq”) under the symbols “FPAQU,” “FPAQ” and “FPAQR,” respectively. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We

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cannot guarantee that our securities will be approved for listing on Nasdaq. The common stock and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or if such date is not a business day, the following business day) unless the Representative informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. At the time that the common stock and rights comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. Once the securities comprising the units begin separate trading, we expect that the common stock and rights will be listed on Nasdaq under the symbols “FPAQ” and “FPAQR,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 35 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Unit		Total
Public offering price of Units	$	10.00	$	100,000,000
Underwriting discounts and commissions(1)	$	0.20	$	2,000,000
Proceeds, before expenses, to the Company	$	9.80	$	98,000,000

____________

(1) ~~Does~~ See ~~not~~“Underwriting” ~~include $0.35 per unit, or $3,500,000 in the aggregate (or up to $4,025,000 if the underwriters’ over-allotment option is exercised in full) payable to the underwriters~~ for ~~marketing~~further ~~services~~information relating to ~~our initial business combination to be placed in a trust account located in~~ the ~~U.S. The~~underwriting ~~marketing~~compensation ~~fee~~and ~~will~~other beitems ~~released to the underwriters only on completion~~ of anvalue initial business combination. In addition, we will pay I-Bankers a finder’s fee equal to 1.0% of the consideration issued to a target if the initial business combination is consummated with a target introduced by I-Bankers. See “Underwriting” for a description of underwriting compensation payable to the underwriters.

Of the proceeds we receive from this offering and the sale of the private placement ~~warrants~~units described in this prospectus, $~~102~~101,~~500~~000,000 or $~~117~~116,~~875~~500,000 if the underwriters’ over-allotment option is exercised in full ($10.2510 per unit in either case), will be deposited into a trust account (the “trust account”) with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that are released to us to pay our taxes, if any, these funds will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within the combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2023.

Book-Running Managers I-Bankers Securities, Inc. IB Capital LLC

, 2023

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The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. See the sections titled “Prospectus Summary — Dilution” and “Dilution” for more information.

As of June 30, 2024
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV			Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.11	$	6.49	$	3.51	$	5.49	$	4.51	$	3.64	$	6.36	$	(0.98	)	$	10.98
	Assuming No Exercise of Over-Allotment Option
$	7.08	$	6.45	$	3.55	$	5.45	$	4.55	$	3.60	$	6.40	$	(1.00	)	$	11.00

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [*], 2024.

Book-Running Managers

I-Bankers Securities, Inc.

IB Capital LLC

, 2024

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TABLE OF CONTENTS

		Page
SUMMARY		1
SUMMARY FINANCIAL DATA		2734
RISK FACTORS		2835
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		6369
USE OF PROCEEDS		6470
DIVIDEND POLICY		6774
DILUTION		6875
CAPITALIZATION		7077
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		7278
PROPOSED BUSINESS		7884
MANAGEMENT		~~101~~112
PRINCIPAL STOCKHOLDERS		~~108~~120
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		~~111~~123
DESCRIPTION OF SECURITIES		~~113~~125
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		~~126~~135
UNDERWRITING		~~134~~142
LEGAL MATTERS		~~142~~150
EXPERTS		~~142~~150
WHERE YOU CAN FIND ADDITIONAL INFORMATION		~~142~~150
FPA ENERGY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS		F-1
EXHIBIT INDEX		II-7

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus, references to:

• “combination period” are to the period following the completion of this offering at the end of which, if we have not completed our initial business combination, we will 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, divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The combination period ends 1521 months from the closing of this offering, unless our stockholders approve an amendment to our amended and restated certificate of incorporation extending the combination period;

• “common stock” are to the Company’s shares of common stock, par value of $0.0001;

• “founder shares” are to shares of our common stock purchased by our sponsor in a private placement prior to this offering;

• “I-Bankers” or the “Representative” is to I-Bankers Securities, Inc.;

• “initial stockholders” are to our sponsor and the other holders of our founder shares prior to this offering (if any);

• “management” or our “management team” are to our executive officers, directors and director nominees;

• “marketing fee” are to the marketing fee (in an amount equal to 3.5% of the gross proceeds of this offering) payable to I-Bankers upon the closing of our initial business combination pursuant to our business combination marketing agreement with I-Bankers as further described under “Underwriting”;

• “private placement ~~warrants~~rights” are to the ~~warrants~~rights ~~issued~~sold inas apart ~~private~~of ~~placement to I-Bankers and Wells Real Estate Investment LLC (“Wells”) simultaneously with~~ the ~~closing~~private ofplacement ~~this offering~~units;

• “private placement shares” are to the shares of common stock sold as part of the private placement units;

• “private placement units” are to the units sold to Biogas Corp. (“Biogas”) and I-Bankers in the private placement simultaneously with the closing of this offering, which private placement units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus;

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

• “public stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;

• “rights” are to the rights sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market), as well as the private placement rights to the extent they are no longer held by the initial purchasers of the private placement rights or their permitted transferees;

• “~~public~~Representative ~~warrants~~Shares” are to the ~~redeemable~~300,000 ~~warrants~~shares ~~sold as part~~ of ~~the~~common ~~units~~stock ~~in this offering~~ (~~whether they are purchased in this offering~~ or ~~thereafter~~up ~~in the open market) and~~ to ~~any~~345,000 ~~warrants~~shares ~~issued~~if ~~upon conversion of working capital loans that are sold to third parties that are not our initial stockholders,~~ the ~~Representative~~underwriters’ orover-allotment ~~executive~~option ~~officers~~is orexercised ~~directors~~in ~~(or permitted transferees~~full) ~~following~~we ~~the~~have ~~consummation~~agreed ofto ~~our~~issue ~~initial~~to ~~business~~the ~~combination~~Representative;

• “Representative Shares” are to the 300,000 shares of common stock (or up to 345,000 shares if the underwriter’s over-allotment option is exercised in full) we have agreed to issue to the Representative;

• “Representative Warrants” are to 300,000 warrants (or 345,000 warrants if the underwriters’ over-allotment option is exercised in full) exercisable at $12.00 per share (or an aggregate exercise price of $3,600,000 or $4,140,000 if the underwriters’ over-allotment option is exercised in full) we have agreed to issue to the Representative;

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• “sponsor” ~~are~~is to FPA Energy Sponsors LLC, a limited liability company, which is an affiliate of members of our board of directors and executive officers;

• “units” are to one share of common stock, ~~one right~~ and one ~~redeemable warrant~~right;

• “~~warrants~~we,” ~~are to our warrants~~“us,” ~~which~~“Company” ~~includes~~or ~~the~~“our ~~public~~Company” ~~warrants~~are ~~as well as the private placement warrants and the Representative Warrants~~ to ~~the~~FPA ~~extent~~Energy ~~they~~Acquisition ~~are~~Corp., noa ~~longer~~Delaware ~~held by the initial purchasers of the private placement warrants or the Representative Warrants (as applicable) or their permitted transferees~~corporation; and

• “~~we,”~~working ~~“us,”~~capital ~~“Company~~rights” orare ~~“our~~to ~~Company”~~the ~~are~~rights toas ~~FPA~~part ~~Energy~~of ~~Acquisition~~the ~~Corp.,~~private aplacement-equivalent ~~Delaware~~units ~~corporation~~converted from the working capital loans, if any.

Each unit consists of one share of common stock, ~~one right,~~ and one ~~redeemable warrant~~right. Each right entitles the holder to receive one-tenth (1/10) of a share of common stock upon the consummation of our initial business combination~~, and each warrant entitles the holder thereof to purchase one share of our common stock at a price of $11~~.~~50 per share, subject to adjustment as described in this prospectus.~~

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise the underwriters’ over-allotment option.

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Our Company

General

We are a blank check company formed under the laws of the State of Delaware on April 26, 2022. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry our target operates in, it is our intention to focus our efforts on ~~identifying~~businesses ~~empty~~in orthe ~~under~~waste-~~performing~~to-energy ~~office~~industry ~~properties~~with ~~located~~enterprise invalues ~~major~~of ~~metropolitan~~approximately ~~areas~~$300 ~~that~~million ~~can~~to be$1.0 ~~transformed into mixed use developments that include apartments, offices and retail establishments, including restaurants, where one can live, work and play, incorporating efficient green technology~~billion. To date, our efforts have been limited to organizational activities and activities related to this offering. We have not identified any potential business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.

~~Strategy~~While we may pursue an acquisition opportunity in any industry or sector, we intend to focus on assets used in generating sources of alternative energy. Examples would include waste-to-energy (“WTE”) facilities converting poultry, dairy, food, wood chips, tires and other sources. We intend to identify and acquire a business that could benefit from a hands-on owner with extensive operational experience in the energy sector in North America, Central and South America and that presents potential for an attractive risk-adjusted return profile under our stewardship. We also intend to identify potential properties that provide for income yield to our stakeholders.

We intend to identify and acquire a business or businesses that could benefit from a hands-on owner with extensive operational experience in the North American energy and real estate sectors that presents potential for an attractive risk-adjusted return profile under our stewardship systems. To identify a suitable target company, we will conduct significant market research of commercial and residential properties in prime locations. As an operator-led SPAC, our investment thesis involves identifying businesses and assets with existing cash flow that can benefit further from our value added strategies. Our plans also include continuing to keep up with the latest technology and advances including innovative ways to incorporate cost savings and environmentally cutting-edge technology into the development and remodeling of such projects.

While we ultimately pursue a business in any industry or sector, our initial focus will likely include target companies that manage, finance, operate, construct, control or support real estate or which derive a large component of revenue from real estate, construction or infrastructure related activities. We are particularly interested in opportunities involving transforming existing office buildings into mixed use developments where one can live, work and play. Where applicable, we will adhere to a 3 Net Zero approach which allows the development of properties with favorable geologic features, such as supporting solar power, recycling water to irrigate land and plants on location, to ease burdens on sewage and septic systems. We believe in staying current on “Green” efficiency technology while providing state of the art eco-friendly environments.

In our mission to transition a redevelopment initiative to Carbon Neutrality (Carbon Zero), we intend to deploy in our acquisition targets technologies that include, but are not limited to:

Power Generation — Solar PV, Geothermal, Waste to Energy (Small scale AD), CHP and battery storage.

Efficiency Technologies — HVAC, lighting, appliance/smart home, EV charging and etc.

Waste Management — Central food waste collection, wastewater treatment, small scale anaerobic digestion and central composting.

Control/Reporting — User interfacing controls and reporting, and central BMS/BAS systems.

Building Materials/Methodologies — Insulation, windows, advanced framing techniques and recycled building materials, sealed ductwork and ventilation/air infiltration/exfiltration mitigation, RESNET, LEED, and BMI certifications.

Water Use — Recovery, rainwater collection, ambient air humidity water harvesting.

Greening — Vertical indoor agriculture localizing organic food production. (Non-GMO), no pesticides, nutrient rich produce, 99% less land use, 90% less water. Carbon emissions reduction from less transport of food.

Our Sponsor

Our sponsor, FPA Energy Sponsors LLC, a Delaware limited liability company, was formed ~~in 2022~~ for the purpose of acquiring and developing WTE facilities in North and South America to meet the growing demand for reliable and sustainable alternative energy ~~efficient~~and ~~properties~~power. It is ~~also~~ an affiliate of Air Power USA, a 35-year veteran firm providing technical consulting and energy engineering for Fortune 500 manufacturing companies. FPA Energy Sponsors LLC is an alternative energy developer active in the WTE category. FPA Energy Sponsors LLC intends to leverage its members’ experience in engineering, real estate development, power production, utility negotiation and project finance.

Our Management Team

Our management team is comprised of experienced operational executives. They have collectively been responsible for managing hundreds of millions to billions of dollars in revenue; getting products to market on a global scale and working with international regulatory agencies; for negotiating both acquisitions and divestitures; for leading small startups and large organizations; and for raising private and public equity capital. The team has extensive networks of relationships with industry executives, founders, family owners and private equity funds, which we believe can create an important pipeline of high potential opportunities. Our management team is well positioned to identify attractive risk-adjusted returns in the marketplace through their contacts and transaction sources. Our management team believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy.

• Christopher Yurko, Chairman and Chief Executive Officer. Mr. Yurko has been the Chairman and Chief Executive Officer of FPA Energy Acquisition Corp. since May 2023. Since June 2018, Mr. Yurko has served as Managing Director of Yurko & Associates Consulting LLC in Nashville, TN and since October 2021, Mr. Yurko has served as Managing Director and CRO of Forsa Power Alliance LLC, a Tennessee- based engineering, real estate development, and energy consulting firm providing services to build power solutions for crypto currency mining. From August 2019 to July 2020, Mr. Yurko served as Vice President of Greenwave Energy in Indianapolis, IN. Mr. Yurko has been a director of Biogas since July 2024. From May 2017 to June 2018, Mr. Yurko served as Director of Renewables for Verde Solutions LLC in Chicago, IL Mr. Yurko has led projects in the United States and worldwide for leading companies such as Pepsi Co., Frito Lay, Duracell, Owens Corning, Nestle, Nissan, Amcor and Motion Industries (a subsidiary of Genuine Parts Company), with a consistent focus in the financial, renewable energy and insurance industries to successfully develop renewable, sustainable and carbon reduction initiatives and take them to commercial success.

• Rosario “Ross” Fava, Acting Chief Financial Officer. Mr. Fava is our Acting Chief Financial Officer. Since 2010, Mr. Fava has served as Executive Vice President of Fava Enterprises LLC in Houston, TX providing senior level consulting services in several market sectors including gasification, renewables, retail and wholesale strategies. From 1978 to 2010, Mr. Fava served in various roles at Shell Oil Company in

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~~negotiation and project finance. Wells Real Estate Investment LLC~~Houston, aTX ~~West~~leading ~~Palm~~up ~~Beach based real estate investment and development company, whose core mandate is~~ to ~~identify,~~his ~~acquire~~eventually ~~and~~serving ~~manage~~as ~~value-added residential and commercial real estate assets in strategically targeted locations in the United States, and~~ a ~~member~~senior ofmanager ~~the sponsor, has committed pursuant to a written agreement to purchase an aggregate~~ of ~~6,000,000 warrants (or 6,631,200 warrants if the underwriters’~~ over~~-allotment~~ ~~option~~250 isglobal ~~exercised~~sales inprofessionals full) at a price of $1.00 per warrant ($6,000,000 in the aggregate, or $6,631,200 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Wells was founded with the objective to be a leader in real estate and ~~finance,~~ultimately toGlobal ~~help~~Head ~~improve local communities~~ and ~~families~~Vice ~~while~~President ~~remaining in the forefront~~ of ~~future~~Gasification ~~market trends. Wells has developed a diverse portfolio including office, mixed use, residential, single family, multi-use,~~ and ~~commercial~~Biofuels ~~properties~~from ~~including~~2003 ~~short~~to ~~term rentals and hotels~~2010. ~~Wells specializes in converting empty or under-performing office properties into residential and retail units~~Mr. Fava ~~Although~~has ~~Wells’~~also ~~headquarters~~served isas inthe ~~South~~Chairman ~~Florida,~~of itthe ~~also~~Gasification ~~has~~Technologies ~~holdings~~Council in(Chairman 2008-2010; ~~other~~Chairman ~~regions~~Emeritus ~~throughout~~since ~~the United States~~2010).

Our Management Team

Our management team is well positioned to identify attractive risk-adjusted returns in the marketplace through their contacts and transaction sources, ranging from industry executives, private owners, private equity funds, and investment bankers. Our management believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy.

• Chris Yurko, Chairman and Chief Executive Officer. Mr. Yurko has been the Chairman and Chief Executive Officer of FPA Energy Acquisition Corp. since inception. Since June 2018, Mr. Yurko has served as Managing Director of Yurko & Associates Consulting LLC in Nashville, TN and since October 2021, Mr. Yurko has served as Managing Director and CRO of Forsa Power Alliance LLC, a Tennessee- based engineering, real estate development, and energy consulting firm providing services to build power solutions for crypto currency mining. From August 2019 to July 2020, Mr. Yurko served as Vice President of Greenwave Energy in Indianapolis, IN. From May 2017 to June 2018, Mr. Yurko served as Director of Renewables for Verde Solutions LLC in Chicago, IL Mr. Yurko has led projects in the United States and worldwide for leading companies such as Pepsi Co., Frito Lay, Duracell, Owens Corning, Nestle, Nissan, Amcor and Motion Industries (a subsidiary of Genuine Parts Company), with a consistent focus in the financial, renewable energy and insurance industries to successfully develop renewable, sustainable and carbon reduction initiatives and take them to commercial success.

• Rosario “Ross” Fava, Acting Chief Financial Officer. Mr. Fava will serve as Acting Chief Financial Officer of the Company commencing on the date the registration statement is declared effective by the SEC. Since 2010, Mr. Fava has served as Executive Vice President of Fava Enterprises LLC in Houston, TX providing senior level consulting services in several market sectors including gasification, renewables, retail and wholesale strategies. From 1978 to 2010, Mr. Fava served in various roles at Shell Oil Company in Houston, TX leading up to his eventually serving as a senior manager of over 250 global sales professionals and ultimately Global Head and Vice President of Gasification and Biofuels from 2003 to 2010. Mr. Fava has also served as the Chairman of the Gasification Technologies Council (Chairman 2008-2010; Chairman Emeritus since 2010).

• Michael Orr, Director Nominee. Since September 2020, Mr. Orr has served as director of his own consulting firm in Atlanta, GA. From 2005 to September 2020, Mr. Orr was employed by Genuine Parts Corporation (NYSE: GPC) and its predecessor, Genuine Parts Company, initially as Senior Vice President of Operations and Logistics for S.P. Richards Company (a former subsidiary of Genuine Parts Company), and then as Senior Vice President of Genuine Parts Corporation.

• Michael S. Medeiros, Director Nominee. Since February 2023, Mr. Medeiros has been Senior Vice President of Business Development for HHS LLC, a facilities management company. From May 2021 to May 2022, Mr. Medeiros served as Chief Operating Officer of At Your Gate Inc., a food service business that facilitates deliveries to passengers within the secured areas of airports across the nation. From September 2005 to May 2022, Mr. Medeiros served as Vice President of Delta Air Lines (NYSE: DAL).

• John Skelton, Director Nominee. Since 2014, Mr. Skelton has served as President and Owner of Air Power USA Inc., a nationally recognized engineering firm based in Columbus, Ohio that identifies, recommends and implements energy efficiency projects.

• Ervin L. Cash, Director Nominee. Mr. Cash has been an Operating Partner at The Riverside Company (“Riverside”), a private equity firm, since 2018, and has been a director of Riverside since 2016. Since July 2021, Mr. Cash has been President and Chief Executive Officer of Polaris Insights, Inc., and from May 2018 to July 2021, he was President and Chief Executive Officer of Strategies for Impact, Inc., each of which provides management consulting and advising services for companies focused on aggressive growth. Mr. Cash has extensive experience in energy-efficient technologies, managing operational complexity in both national and international corporate environments, with expertise in applying appropriate growth models, developing new go-to-market channels, and reducing complexities to achieve results. From April 2016 to May 2018, Mr. Cash was President and Chief Executive Officer of Sloan LED, a leader in the development and application of LED technology for solid state lighting (SSL) solutions. He has served in numerous leadership positions in energy-efficiency technology companies, including as President and Chief Executive Officer of Aerco International, Inc. (“Aerco”) from December 2012 to March 2016, and as a member of the Board of Directors of Aerco from 2006 to 2008; from December 2009 to October 2012 as President, Chief Executive Officer and General Manager of Bosch Thermotechnology North America, expanding Bosch’s geothermal, water heating, solar and heating products in commercial and residential applications; from June 2002 to October 2008, in senior executive positions with Rinnai Corporation, where he led the business and market development of the Rinnai Tankless Water Heater; from September 1999 to June 2002, as Director — Strategic Business Unit, of Gardner Denver Inc.; and from 1989 to 1999, as Plant Manager and Business Development Manager at Makino, Inc., the North American branch of Makino Milling Machine Company, a global machine tool builder headquartered in Japan, where he led an internal startup business supporting automotive and diesel engine production. Mr. Cash received an MBA from Xavier University, a BS in Mechanical Engineering from the University of Kansas, a BA in Communications and Human Relations from Mid-America Nazarene University, with post-graduate studies at Harvard University’s Executive Education program in Strategy, Sustaining Competitive Advantage and Strategic Marketing.

For a more complete description of our management team’s business experience, see “Management — Officers, Directors and Director Nominees.”

Our objective is to identify and acquire an operational business that can both have a meaningful impact on lives globally, as well as profit for stockholders. Our founders have experience and skills that management teams of other blank check companies may not possess. We believe that our global network in the alternative energy industry provides us with advantages in identifying attractive companies and consummating an initial business combination that will be well-received in the public markets.

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The team and its directors and advisors are experienced operational executives. They have collectively been responsible for managing hundreds of millions to billions of dollars in revenue; getting products to market on a global scale and working with international regulatory agencies; for negotiating both acquisitions and divestitures; for leading small startups and large organizations; and for raising private and public equity capital. The team has extensive networks of relationships with chief executive officers, founders, family owners and private equity sponsors, which we believe can create an important pipeline of high potential opportunities.

Our objective is to identify and acquire an operational business that can both have a meaningful impact on lives globally, as well as, profit for stockholders. Our founders’ have experience and skills that management teams of other blank check companies may not possess. We believe that our global network in the alternative energy industry provides us with advantages in identifying attractive companies and consummating an initial business combination that will be well-received in the public markets.

We do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business, nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate.

Past performance of our management team and director nominees does not guarantee either (i) 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 performance record of our management team as indicative of our future performance. Our directors and executive officers may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our executive officers, director nominees and entities for which a conflict of interest may or does exist between such persons and the company, as well as the priority and preference that such other entities have with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “Management — Conflicts of Interest.”

Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of their time as they, in the exercise of their respective business judgment, deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. We do not have an employment agreement with any member of our management team.

~~See~~Biogas ~~the section of this prospectus entitled “Management” for a more complete description of our management team’s experience~~Corp.

Biogas Corp., a North Carolina based WTE company, has committed to purchase an aggregate of 547,000 private placement units (or 587,500 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per private placement unit ($5,470,000 in the aggregate, or $5,875,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.

The Biogas team has been developing large scale biogas projects since 2011. These include food-waste-to-electricity projects in North Carolina, Rhode Island, California, and New York as well as animal-waste-to-electricity/renewable natural gas in North Carolina, Oregon and Colorado. These projects operate under long-term (15 to 10 year) off-take agreements with investment grade utilities and petroleum refiners. Biogas has been awarded a $32.29 million grant from the United States Department of Agriculture under the Fertilizer Production Expansion Program which will be used to support the acquisition of an anaerobic digestion facility in Monroe County, North Carolina. The facility is expected to produce 50,000 tons of organic fertilizer and ammonium sulfate annually. Christopher Yurko, our Chairman and Chief Executive Officer, is a director of Biogas.

Prior SPAC Experience

None of the members of our management team have any prior SPAC experience.

Market Opportunity

There is a tremendous market for environmental, social and governance investments as well as a need for baseload energy in the U.S. A societal movement to reduce fossil fuel dependence as well as federal and state requirements, have created unprecedented demand for commercially viable energy transition projects.

We intend to target a company in the WTE category, focusing on environmentally-friendly technologies like gasification, pyrolysis and anaerobic digestion. WTE is the process of generating energy from the utilization of solid, organic, wet, and gaseous waste streams. The process results in the production of renewable natural gas, heat, electricity, biofuels and other valuable by-products. WTE is a baseload energy solution which has the potential to reduce carbon footprints for communities and corporations, reduce landfill volumes, leverage low-cost feedstocks for energy generation — providing critical power for off takers like data centers. WTE also has the ability to produce other valuable byproducts, like nonpetroleum based fertilizer. Additionally, in many cases, projects are eligible to earn state and federal incentives, like renewable identification numbers and low carbon fuel standard payments.

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The market for this industry is approximately $59 billion in the U.S., and it is expected to increase to approximately $85 billion by 2030. We believe that a focus on this industry will provide significant economic returns.

Following this offering, we will seek to identify target companies that we believe are well positioned to benefit from the current macro tailwinds, particularly those with strong fundamentals and large addressable markets that will benefit from our management team’s industry expertise and skill in growing private and public companies. We believe our team is well positioned to evaluate these many global opportunities and, following completion of an initial business combination, to work closely with target management as they grow their business, expand market share and create significant stockholder value. We believe that the global alternative energy industry will continue to enjoy outsized growth driven by the following macro trends:

• Environmental pressures to harness stranded assets and transform waste into baseload renewable and sustainable energy;

• Reduce and capture the growing amount of carbon emissions; and

• The ability to monetize waste streams as opposed to allowing them to sit idle with no inherent value of legitimate purpose.

Competitive Differentiation

We believe that our team’s experience in businesses that fall within the alternative energy industry where we are focused will serve as a competitive advantage. This experience will enable us to identify attractive business combination candidates and successfully transition them to the public markets through an initial business combination. We believe we are a preferred partner for these candidates for the following reasons:

• Deep sector knowledge in the alternative energy industry. Our collective knowledge base provides us unique strategic insights into product development, as well as financing and growth strategies to enhance stockholder value of the acquired target.

• Significant operational expertise. We believe our team has significant operating experience across all disciplines in leading both private and public companies in several industries. This expertise has led to industry leading results and strong financial performance. This operational excellence will be brought to the acquired target.

• Extensive industry relationships to source growth opportunities. Over the course of their careers, the members of our management team have developed a broad network of contacts and relationships in the energy industry, including the WTE sector. Our team’s experience includes leadership roles in companies with a global presence that have allowed us to build long term industry relationships which will enable us to quickly generate a pipeline of potential acquisition targets.

• Capital markets and capital allocation experience. We believe that we will benefit from our team’s capital markets and capital allocation expertise. We have experience both from an operating company and a banking perspective. This experience will provide additional support to a target business in the initial business combination as well as on a go forward basis.

Acquisition Target Criteria

Consistent with our business strategy, we have developed investment criteria and guidelines that we deem important in evaluating potential business combinations. We believe that businesses operating in the ~~alternative~~WTE ~~energy~~ industry in which we are focusing with the following characteristics will be best suited for our acquisition:

• Operating with strong business fundamentals that could benefit from additional scale and sources of capital;

• Developing a strong brand name and value proposition with intrinsic value;

• Creating barriers to new competition in a fast growing and addressable market; and

• Led by an experienced management team.

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We believe these types of businesses would benefit from the following:

• Leveraging our long-term relationships to source external growth opportunities;

• Our experience in leading and growing private and public companies;

• Our decades of operating excellence to generate strong financial results and organic growth;

• Our proven track record of efficiently raising capital and prudent capital allocation to generate strong returns;

• Our expertise in developing and executing effective acquisition strategies; and

• Being a public company and the broader access to all types of capital across the capital stack.

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

We expect to encounter intense competition from other entities, including private investors (which may be individuals or investment partnerships), other special purpose acquisition companies (“SPACs”) and other entities seeking to acquire businesses with characteristics similar to those described above. In recent years, the number of SPACs that have been formed has increased substantially. Because there are more SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination. See “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our rights will expire worthless” and “Risk Factors — As the number of SPAC targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.”

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. Furthermore, once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business should then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests than it would have as a privately held company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to affect a business combination with a more established entity or with a private company. These inherent limitations include: (1) limitations on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; (2) the requirement that we seek stockholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and (3) the existence of our outstanding rights and warrants, which may represent a source of future dilution.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. In conducting our due diligence review, we intend to leverage the experience of members of our management team, directors, sponsor and advisors on an efficient and cost-effective basis as we deploy them to review matters related to their specific areas of functional expertise.

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

Our sponsor owns 2,875,000 founder shares (of which up to 375,000 shares will be forfeited to the extent the underwriters’ over-allotment option is not exercised in full), and certain members of our management team have financial interests in the sponsor. Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.009 per founder share. As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares. Additionally, members of our management team, including our independent directors, will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination target 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.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. 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, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. 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 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.

Initial Business Combination

So long as we obtain and maintain a listing for our securities on Nasdaq our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the marketing fee and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm with respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment Company under the Investment Company Act of 1940, as amended (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

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~~prior~~pursuing to the ~~business~~acquisition ~~combination~~of ~~may~~similar ~~collectively~~target ~~own~~businesses; ~~a minority interest in the post-transaction~~(2) ~~company, depending on valuations ascribed to~~ the ~~target~~requirement ~~and~~that ~~us in the business combination transaction. For example,~~ we ~~could~~seek ~~pursue~~stockholder aapproval ~~transaction in which we issue a substantial number~~ of ~~new shares in exchange for all of the outstanding capital stock of~~ a ~~target.~~business Incombination ~~this~~or ~~case,~~conduct ~~we would acquire~~ a ~~100%~~tender ~~controlling~~offer ~~interest~~ in ~~the~~relation ~~target. However~~thereto, aswhich amay ~~result~~delay of the ~~issuance~~consummation of a ~~substantial~~transaction; ~~number~~and of(3) the ~~new~~existence ~~shares, our stockholders immediately prior to our initial business combination could own less than a majority~~ of our outstanding ~~shares~~rights, ~~subsequent~~which tomay ~~our~~represent ~~initial business combination. If less than 100% of the equity interests or assets of~~ a ~~target~~source ~~business or businesses are owned or acquired by the post-transaction company, the portion~~ of ~~such~~future ~~business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test~~dilution. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

WeOur ~~will~~Acquisition have 15 months from the closing of this offering to consummate an initial business combination, unless our stockholders approve an amendment to our amended and restated certificate of incorporation extending the combination period.Process

~~Corporate~~In ~~Information~~evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. In conducting our due diligence review, we intend to leverage the experience of members of our management team on an efficient and cost-effective basis as we deploy them to review matters related to their specific areas of functional expertise.

~~Our~~We ~~executive~~are ~~offices~~not ~~are~~prohibited ~~located~~from atpursuing ~~12460~~an ~~Crabapple~~initial ~~Road — No~~business combination with a company that is affiliated with our sponsor, officers or directors.~~202.623~~ In the event we seek to complete our initial business combination with a company that is affiliated with our officers or directors, ~~Alpharetta~~we, ~~GA 30004~~or a special committee of independent directors, ~~and~~we will obtain an opinion from an independent investment banking firm, or an independent accounting firm that our ~~telephone~~initial ~~number~~business combination is ~~(407) 213-6770~~fair to our company from a financial point of view.

WeOur ~~are~~sponsor anowns ~~“emerging growth company~~2,”875,000 asfounder ~~defined~~shares ~~in Section 2~~(a) of ~~the~~which ~~Securities~~up ~~Act of 1933~~to 375,000 asshares ~~amended,~~will (be forfeited to the ~~“Securities~~extent ~~Act”~~the underwriters’ over-allotment option is not exercised in full), asand ~~modified~~certain bymembers of our management team have financial interests in the ~~Jumpstart~~sponsor. Our ~~Business~~sponsor ~~Startups~~paid ~~Act~~ an aggregate of ~~2012~~ ($25,000 for the ~~“JOBS~~founder ~~Act”)~~shares, or approximately $0.009 per founder share. As ~~such,~~a weresult ~~are~~of ~~eligible~~the tolow ~~take~~acquisition ~~advantage~~cost of ~~certain~~our ~~exemptions~~founder ~~from~~shares, ~~various~~our ~~reporting~~sponsor, ~~requirements~~its ~~that~~affiliates ~~are~~and ~~applicable~~our tomanagement ~~other~~team ~~public~~could ~~companies~~make a substantial profit even if we select and consummate an initial business combination with an acquisition target that ~~are~~subsequently ~~not~~declines ~~“emerging~~in ~~growth~~value ~~companies”~~or ~~including,~~is ~~but~~unprofitable ~~not~~for ~~limited~~our topublic stockholders. Thus, ~~not~~such ~~being~~parties ~~required~~may have more of an economic incentive for us to ~~comply~~enter ~~with~~into ~~the~~an ~~auditor~~initial ~~attestation~~business ~~requirements~~combination ofwith ~~Section~~a riskier, weaker-performing ~~404~~or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the ~~Sarbanes-Oxley Act of 2002~~case (if such parties had paid the ~~“Sarbanes-Oxley Act”)~~full ~~reduced~~offering ~~disclosure~~price ~~obligations~~for ~~regarding~~their ~~executive~~founder ~~compensation~~shares. inAdditionally, members of our ~~periodic~~management ~~reports~~team, ~~and~~including ~~proxy~~our ~~statements~~independent directors, ~~and~~will ~~exemptions~~directly ~~from~~or ~~the~~indirectly ~~requirements~~own offounder ~~holding~~shares afollowing ~~non-binding advisory~~this ~~vote~~offering onand, ~~executive~~accordingly, ~~compensation~~may ~~and~~have ~~stockholder~~a ~~approval~~conflict of ~~any~~interest ~~golden~~in ~~parachute~~determining ~~payments~~whether ~~not~~a ~~previously~~particular ~~approved.~~target Ifbusiness ~~some~~is ~~investors~~an ~~find~~appropriate ~~our~~business ~~securities~~with ~~less~~which ~~attractive~~to aseffectuate aour ~~result~~initial business combination. Further, ~~there~~each of our officers and directors may behave a ~~less~~conflict ~~active~~of ~~trading~~interest ~~market~~with ~~for~~respect ~~our~~to ~~securities~~evaluating ~~and~~a particular business combination target if the ~~prices~~retention or resignation of ~~our~~any ~~securities~~such ~~may~~officers beand ~~more~~directors ~~volatile~~was included by a target business as a condition to any agreement with respect to our initial business combination.

InWe ~~addition~~have not selected any specific business combination target and we have not, ~~Section 107~~nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain of our officers and directors presently have, and any of them in the ~~JOBS~~future ~~Act~~may ~~also~~have ~~provides~~fiduciary ~~that~~or ancontractual ~~“emerging~~obligations ~~growth~~to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. However, none of our directors or officers is currently a director, officer or otherwise involved with any other blank check company” ~~can~~or ~~take~~owe ~~advantage~~a fiduciary duty or contractual obligation to any other entity to present a business opportunity with a potential target in the sector, of the ~~extended~~size, ~~transition~~for ~~period~~the ~~provided~~purpose and in ~~Section 7(a)(2)(B)~~ the type of ~~the~~transaction ~~Securities~~we ~~Act~~intend ~~for~~to ~~complying~~pursue. ~~with~~Nonetheless, ~~new~~our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or ~~revised~~to ~~accounting~~any ~~standards~~other blank check company with which they may become involved. InOur ~~other~~sponsor, ~~words~~officers and directors have complete discretion, ansubject ~~“emerging~~to ~~growth~~applicable fiduciary duties, as to which blank check company” ~~can~~they ~~delay~~choose to pursue a business combination and the ~~adoption~~order in which they pursue business combinations for any of ~~certain~~their ~~accounting~~existing ~~standards~~or ~~until~~future ~~those~~blank ~~standards~~check ~~would~~companies. ~~otherwise~~As ~~apply~~a result, our sponsor, officers and directors may pursue business combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank check companies completing business combinations prior to ~~private~~its blank check companies that were launched earlier. WeThere ~~intend~~are no contractual obligations governing the allocation of opportunities among the various blank check companies. Any determination as to ~~take~~which ~~advantage~~blank check company will pursue a particular acquisition target will be made based on the circumstances of the ~~benefits~~particular situation, including but not limited to the relative sizes of ~~this~~the ~~extended~~blank ~~transition~~check ~~period~~companies compared to the sizes of the targets, the need or desire for additional financings and the relevant experience of the directors and officers involved with a particular blank check company.

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 this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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~~The~~Accordingly, ~~Offering~~if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such opportunity to such entity. 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 such opportunity is expressly offered to such person solely in his 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.

InPotential ~~making~~Additional your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors.”Financings

Securities offered		10,000,000 units, at $10.00 per unit, each unit consisting of: • one share of common stock; • one right to receive one-tenth (1/10) of one share of common stock; and • one redeemable warrant to purchase one share of common stock.
Proposed Nasdaq symbols		Units: “FPAQU” Common Stock: “FPAQ” Rights: “FPAQR” Warrants: “FPAQW”
Trading commencement and separation of common stock, rights, and warrants		The units will begin trading promptly after the date of this prospectus. The common stock, rights, and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the Representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. At the time that the common stock, rights, and warrants comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade.
Separate trading of the common stock, rights, and warrants is prohibited until we have filed a Current Report on Form 8-K		In no event will the common stock, rights, and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

Should we seek to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public stockholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Initial Business Combination

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Units:
Number outstanding before this offering		0
Number outstanding after this offering		10,000,000 (assuming no exercise of the underwriters’ over-allotment option)
Common stock:
Number outstanding before this offering		2,875,000(1)
Number outstanding after this offering		12,800,000(2) (assuming no exercise of the underwriters’ over-allotment option)
Rights:
Number of rights outstanding before this offering		0
Number of rights to be outstanding after this offering		10,000,000(3) (assuming no exercise of the underwriters’ over-allotment option)
Terms of the rights		Each holder of a right will receive one-tenth (1/10) of a share of common stock upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, you must have 10 rights to receive a share of common stock at the closing of the business combination.
Warrants:
Number of warrants outstanding before this offering		0
Number of private placement warrants to be sold simultaneously with this offering		6,500,000(4)
Number of warrants to be outstanding after this offering and the private placement		16,500,000(5) (assuming no exercise of the underwriters’ over-allotment option)

stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

~~____________~~We will have 21 months from the closing of this offering to consummate an initial business combination, unless our stockholders approve an amendment to our amended and restated certificate of incorporation extending the combination period.

~~(1) This~~Sponsor number consists of solely founder shares and includes up to 375,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 375,000 shares.Information

~~(2) Includes~~Our 10sponsor is a Delaware limited liability company which was formed for the purpose of acquiring and developing WTE facilities in North and South America to meet the growing demand for reliable and sustainable alternative energy and power. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law,~~000~~ our sponsor’s business is focused on investing in our company. The managing members of the sponsor are Christopher Yurko,~~000~~ ~~public~~our ~~shares~~Chief Executive Officer and a member of our Board of Directors, 2and Further Lane Capital Georgia LLC,~~500~~ of which Michael Gavenchak is the managing member. Messrs. Yurko and Gavenchak will control the management of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. As the co-managers of our sponsor, Christopher Yurko and Further Lane Capital Georgia LLC, of which Michael Gavenchak is the managing member, beneficially own membership interests in our sponsor. In addition, each of our independent directors and our Acting Chief Financial Officer has been allocated and will receive following our initial business combination 50,000 founder shares ~~and~~for ~~300~~their services through membership interests in our sponsor,~~000~~ ~~Representative~~provided ~~Shares~~he continues to serve the Company in that capacity immediately prior thereto. Other than our management team, none of the other members of our sponsor will participate in our Company’s activities.

~~(3) Includes~~The 10following table sets forth the payments to be received by our sponsor,~~000~~ directors and officers and their affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor,~~000~~ ~~rights.~~directors and officers or their affiliates:

(4) Includes 6,000,000 private placement warrants to be issued to Wells and 500,000 private placement warrants to be issued to the Representative. Does not include Representative Warrants.

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
FPA Energy Sponsors LLC	2,875,000 shares of common stock, of which up to 375,000 shares are subject to forfeiture depending upon the extent to which the over-allotment option is exercised	$25,000
FPA Energy Sponsors LLC	Up to $750,000	Repayment of loan for organizational and other expenses until the closing of this offering
Our independent directors and Acting Chief Financial Officer	Each of our independent directors and our Acting Chief Financial Officer has been allocated and will receive 50,000 founder shares following completion of our initial business combination as compensation for their services, provided he continues to serve the Company in that capacity immediately prior thereto.	Issuance of founder shares following completion of our initial business combination for their services as directors or officers
Acting Chief Financial Officer	$10,000 per month commencing of the date the registration statement of which this prospectus is a part is declared effective until the closing of this offering	For services as Acting Chief Financial Officer

(5) Includes 10,000,000 public warrants and 6,500,000 private placement warrants. Does not include Representative Warrants.

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Exercisability	Each warrant is exercisable to purchase one share of our common stock.
Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid orto be Paid
Exercise price	$11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by such initial stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described in the section “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
FPA Energy Sponsors LLC, our officers, directors or our or their affiliates	Up to 150,000 private placement equivalent units of the post-business combination entity upon conversion of up to $1,500,000 in working capital loans, if any, at $10.00 per unit	Working capital loans to finance transactions costs in connection with an initial business combination
Exercise period	The warrants will become exercisable 30 days after the completion of our initial business combination; provided that in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
	Reimbursement for any out-of-pocket expenses incurred in connection with identifying, investigating and completing our initial business combination	Services rendered in connection with identifying, investigating and completing our initial business combination
	While we have registered the common stock issuable upon exercise of the public warrants under the Securities Act as part of the registration statement of which this prospectus forms a part, we do not plan on keeping a prospectus current until required to, pursuant to the Warrant Agreement. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating to those shares of common stock, and to maintain a current prospectus relating to such shares of common stock until the warrants expire or are redeemed. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within the above specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.
Biogas Corp.	547,000 private placement units (or 587,500 private placement units if the over-allotment option is exercised in full) to be purchased simultaneously with the closing of this offering	$5,470,000 (or $5,875,000 if the over-allotment option is exercised in full)
	Membership interests in the sponsor representing up to 250,000 of the founder shares owned by the sponsor	Automatic conversion at closing of this offering of the unpaid principal amount of promissory note issued by sponsor to evidence its obligation to repay a loan of up to $500,000 for organizational and other expenses at a conversion rate of $2.00 per share

Because our sponsor acquired the founder shares at a nominal price, our public stockholders will incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the rights included in the units. See the section titled “Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.”

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its or his ability to transfer, assign, or sell the founder shares and private placement units (and the underlying securities), as summarized in the table below.

Subject Securities

Expiration Date

Persons Subject to
Restrictions

Exceptions to Transfer Restrictions

Founder Shares

Earlier of (A) one year after the date of the consummation of an initial business combination; or (B) subsequent to the Company’s initial business combination, (x) if the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing any time 150 days after completion of our initial business combination, or (y) the date on which the Company completes a liquidation,

FPA Energy Sponsors LLC

Christopher Yurko

Michael Gavenchak

Michael Orr

Michael Medeiros

John Skeleton

Ervin Cash

Rosario Fava

Transfers permitted (i) to any officer or director of the Company, or to an affiliate or family member of such officer or director, or to any affiliate or member of our sponsor, or any of their affiliates, officers, directors, or direct or indirect equity holders; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers, in each case, made in connection with the consummation of our initial business combination at prices no greater than the price

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	The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
Subject Securities	Expiration Date	Persons Subject to Restrictions	Exceptions to Transfer Restrictions
Redemption of warrants	Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants and the Representative Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and • if, and only if, the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
	merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.		at which the securities were originally purchased; (vi) in the case of an entity, as a distribution to its partners, stockholders, officers or members upon its liquidation; and (vii) by virtue of the laws of the State of Delaware or the Sponsor’s operating agreement** upon dissolution of the Sponsor; provided, in the case of clauses (i) through (vii), these permitted transferees enter into a written agreement agreeing to be bound by the restrictions in the letter agreement.
	We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. We may not redeem the warrants when a holder may not exercise such warrants.
Private Placement Units (and Underlying Securities)	30 days after the initial business combination	Biogas I-Bankers*	Same as above
	If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled “Description of Securities — Warrants — Public Stockholders’ Warrants” for additional information.
	None of the private placement warrants or the Representative Warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or the Representative or their or its respective permitted transferees.

____________

* Under FINRA Rule 5110(e)(1) the private placement units (and underlying securities) held by I-Bankers and/or its designees are deemed “underwriting compensation,” and therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering, and will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the date of the commencement of sales in this offering, except to any underwriter and selected dealer participating in this offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

** The sponsor’s operating agreement does not permit any member of our sponsor to Transfer all or any portion of its membership interests in our sponsor, except (i) with the prior written consent of the managing members of our sponsor, or (ii) after the closing of a business combination, to such member’s affiliates, immediate family, or to a trust, the primary beneficiary(ies) of which is a member or members of such member’s immediate family; provided that such recipient shall be required to become a member of our sponsor pursuant to the terms of our sponsor’s operating agreement and, therefore, be bound by the restrictions on Transfers as set forth therein. There are no limitations or restrictions on the terms or types of Transfers that can be approved by the managers of our sponsor in our sponsor’s operating agreement.

The letter agreement also provides that if we seek stockholder approval of a proposed initial business combination, then in connection with such proposed initial business combination, the sponsor, each of our directors and officers, Biogas and I-Bankers (each, an “Insider”) agree to (i) vote any shares of common stock owned by it or him and any public shares purchased during or after this offering in favor of any proposed business combination (including any proposals recommended by our board in connection with such business combination) and (ii) not redeem any shares of common stock owned by it or him in connection with such stockholder approval. In addition, if the Company engages in a tender offer in connection with any proposed initial business combination, each Insider agrees that it or he will not seek to sell its or his shares of common stock to the Company in connection with such tender offer.

The letter agreement may not be changed, amended, modified or waived, except by a written instrument executed by (i) us, (ii) our sponsor, (iii) each of our directors and officers and (iv) Biogas and I-Bankers. In addition, the underwriting agreement requires the written consent of I-Bankers, as the representative of the underwriters, for any amendment to, or waivers from, the terms of, the letter agreement.

While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our stockholders and may have an adverse effect on the value of an investment in our securities. For more information, also see “Risk Factors — Risks Relating to our Sponsor and Management Team — Our letter agreement with our sponsor, officers and directors may be amended without stockholder approval.”

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Founder shares		In August 2022, our sponsor purchased 3,751,875 founder shares for an aggregate purchase price of $25,000. In April 2023, our sponsor surrendered 876,875 founder shares in connection with a reduction on the number of Units offered in this offering. After giving effect to the surrender of these founder shares, the effective purchase price for the 2,875,000 founder shares owned by our sponsor was $0.0009 per share. Prior to the initial investment in the Company of $25,000, we had no assets, tangible or intangible.
		If we increase or decrease the size of this offering, we will affect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our sponsor at approximately 20% of our issued and outstanding shares of our common stock upon the consummation of this offering (excluding the Representative Shares). Up to 375,000 founder shares held by our sponsor are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.
		The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that: • the founder shares are subject to certain transfer restrictions, as described in more detail below, • our initial stockholders, directors and officers and the Representative have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares, Representative Shares and public shares (as applicable) in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the combination period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame);
		• our initial stockholders, directors and officers and the Representative have agreed to vote their founder shares, Representative Shares and any public shares (as applicable) purchased during or after this offering in favor of our initial business combination. As a result, in addition to the founder shares and the Representative Shares, we would need 3,600,001, or 36.0%, of the 10,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriters’ over-allotment option is not exercised). Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders’ meeting held to approve our initial business combination are present at such meeting, we would need only 400,001 of the 10,000,000 public shares, or approximately 4.0% of the shares sold as part of the units in

In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.

We may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units or membership interests in our sponsor in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination. As a result, there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests in us or in our sponsor, which would likely result in our loss of certain key personnel, including Christopher Yurko. There can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination.

Corporate Information

Our executive offices are located at 12460 Crabapple Road — No.202.623, Alpharetta, GA 30004, and our telephone number is (734) 419-3377.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In 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.

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		this offering, to be voted in favor of our initial business combination in order to have such transaction approved (assuming the underwriters’ over-allotment option is not exercised). In addition, in the event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved; and • the founder shares are subject to registration rights.
Transfer restrictions on founder shares		Our sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of the 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 the consummation of our initial Business Combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under “Principal Stockholders — Transfers of Founder Shares, Private Placement Warrants and Underlying Securities”). We refer to such transfer restrictions throughout this prospectus as the “lock-up”.
Private placement warrants		Wells and I-Bankers are committed to purchase an aggregate of 6,500,000 warrants (or 7,175,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant ($6,500,000 in the aggregate, or $7,175,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Of such amount, (i) 6,000,000 private placement warrants will be purchased by Wells (or 6,631,200 private placement warrants if the underwriters’ overallotment is exercised in full) and (ii) 500,000 private placement warrants will be purchased by the Representative (or 543,800 private placement warrants if the underwriters’ overallotment is exercised in full). I-Bankers has agreed that it shall have the right to exercise the private placement warrants until, and shall forfeit to us for cancellation any private placement warrants held by it on, the date that is five years after the effective date of the registration statement of which this prospectus in accordance with FINRA Rule 5110(g)(8)(A). A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within the combination period, the proceeds from the sale of the private placement warrants held in the trust will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.

The Offering

In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors.”

Securities offered		10,000,000 units, at $10.00 per unit, each unit consisting of: • one share of common stock; and • one right to receive one-tenth (1/10) of one share of common stock.
Proposed Nasdaq symbols		Units: “FPAQU” Common Stock: “FPAQ” Rights: “FPAQR”
Trading commencement and separation of common stock and rights		The units will begin trading promptly after the date of this prospectus. The common stock and rights comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the Representative informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. At the time that the common stock and rights comprising the units begin separate trading, holders will hold the separate securities and no longer hold units (without any action needing to be taken by the holders), and the units will no longer trade. No fractional shares will be issued upon conversion of rights. As a result, if you do not purchase rights in multiples of ten, you must sell or purchase rights in order to obtain full value from the fractional interest.
Separate trading of the common stock and rights is prohibited until we have filed a Current Report on Form 8-K		In no event will the common stock and rights be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.

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		The private placement warrants are identical to the warrants included in the units sold in this offering, except that the private placement warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private placement warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
Units:
Cashless exercise of private placement warrants		If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.
Number outstanding before this offering		0
Representative Shares		I-Bankers is committed to purchase an aggregate of 300,000 shares (or 345,000 shares if the underwriters’ over-allotment option is exercised in full) at a price of $0.01 per share in a private placement that will close simultaneously with the closing of this offering. The Representative Shares to be purchased by I-Bankers are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110 and will be subject to compliance with the lock-up and resale registration provisions of that rule.
Number outstanding after this offering		10,000,000(1) (assuming no exercise of the underwriters’ over-allotment option)
Proceeds to be held in trust account		The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the $106,500,000 in gross proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or $122,175,000 if the underwriters’ over-allotment option is exercised in full, $102,500,000 ($10.25 per unit), or $117,875,000 ($10.25 per unit) if the underwriters’ over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and the remaining amounts will be used to pay expenses in connection with the closing of this offering (including underwriter discounts and commissions) and for working capital following this offering.
Common stock:
		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period, or (B) with respect to any other provision
Number outstanding before this offering		2,875,000(2)
Number outstanding after this offering		13,377,000(3) (assuming no exercise of the underwriters’ over-allotment option)
Rights:
Number of rights outstanding before this Offering		0
Number of private placement rights included in the private placement units to be sold in a private placement simultaneous with this offering		577,000
Number of rights to be outstanding after this offering and the private placement		10,577,000(4) (assuming no exercise of the underwriters’ over-allotment option)
Terms of the rights		Each holder of a right will receive one-tenth (1/10) of a share of common stock upon consummation of our initial business combination. In the event we will not be the survivor upon completion of our initial business combination, each holder of a right will be required to convert his, her or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation of the business combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. No fractional shares will be issued upon conversion of any rights. As a result, you must have 10 rights to receive a share of common stock at the closing of the business combination.

____________

(1) This number includes the 10,000,000 units sold in this offering and the 577,000 units sold in the private placement.

(2) This number consists of solely founder shares and includes up to 375,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. Except as otherwise specified, the rest of this prospectus has been drafted to give effect to the full forfeiture of these 375,000 shares.

(3) Includes 10,000,000 public shares, 2,500,000 founder shares, 577,000 private placement shares and 300,000 Representative Shares.

(4) Includes 10,000,000 public rights and 577,000 private placement rights.

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		relating to stockholders’ rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within the combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
Founder shares		In August 2022, our sponsor purchased 3,751,875 founder shares for an aggregate purchase price of $25,000. In April 2023, our sponsor surrendered 876,875 founder shares in connection with a reduction on the number of Units offered in this offering. After giving effect to the surrender of these founder shares, the effective purchase price for the 2,875,000 founder shares owned by our sponsor was $0.009 per share. Prior to the initial investment in the Company of $25,000, we had no assets, tangible or intangible.
Time to complete initial business combination		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this 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 our initial business combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation: (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period; or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity; and (c) the redemption of our public shares if we are unable to complete our initial business combination within the combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
		If we increase or decrease the size of this offering, we will affect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation of this offering in such amount as to maintain the ownership of founder shares by our sponsor at approximately 20% of our issued and outstanding shares of our common stock upon the consummation of this offering (not including the shares of common stock underlying the private placement units and the Representative Shares). Up to 375,000 founder shares held by our sponsor are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.
Anticipated expenses and funding sources		Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes. Unless and until we complete our initial business combination, we may pay our expenses only from the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $950,000 in working capital after the payment of expenses relating to this offering and the payment of liability insurance premiums for directors’ and officers’ liability insurance (“D&O insurance”). Additionally, in order to meet our working capital needs following the consummation of this offering if the funds available to us are insufficient, our sponsor may, but is not obligated to, loan us funds, from time to time or at any time, in whatever amount it deems reasonable in its sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into private placement warrants at a price of $1.00 per warrant. 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 other proceeds from our trust account would be used for such repayment.
		The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that: • the founder shares are subject to certain transfer restrictions, as described in more detail below, • our initial stockholders, directors and officers, Biogas and the Representative have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares, private placement shares, Representative Shares and public shares (as applicable) in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the combination period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination within the prescribed time frame);
		• our initial stockholders, directors and officers, Biogas and the Representative have agreed to vote their founder shares, private placement shares, Representative Shares and any public shares (as applicable) purchased during or after this offering in favor of our initial business combination. As a result, in addition to the founder shares, private placement shares and the Representative Shares, we would need only 3,311,501, or 33.1%, of the 10,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved. Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders’ meeting held to approve our initial business combination are present at such meeting, we would not need any of the 10,000,000 public shares sold as part of

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Conditions to completing our initial business combination		There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination (although our amended and restated certificate of incorporation will provide that we may not issue securities that can vote with common stockholders on matters related to our pre-business combination activity). Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the marketing fee and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We will be required to comply with such rule so long as we obtain and maintain a listing for our securities on Nasdaq. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.
		the units in this offering to be voted in favor of our initial business combination in order to have such transaction approved. In addition, in the event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved; and • the founder shares are subject to registration rights.
		If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
Transfer restrictions on founder shares		Our sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of the 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 the consummation of our initial Business Combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under “Principal Stockholders — Transfers of Founder Shares, Private Placement Units and Underlying Securities”). We refer to such transfer restrictions throughout this prospectus as the “lock-up”.
Permitted purchases of public shares by our affiliates		If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their or its respective affiliates may purchase shares in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, other than as expressly stated therein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in 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.
Private placement units		Biogas and I-Bankers are committed to purchase an aggregate of 577,000 private placement units (or 622,000 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per private placement unit ($5,770,000 in the aggregate, or $6,220,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Of such amount, (i) 547,000 private placement units will be purchased by Biogas (or 587,500 private placement units if the underwriters’ overallotment is exercised in full) and (ii) 30,000 private placement units will be purchased by the Representative (or 34,500 private placement units if the underwriters’ overallotment is exercised in full). I-Bankers has agreed that it shall have the right to exercise the private placement units until, and shall forfeit to us for cancellation any private placement units held by it on, the date that is five years after the effective date of the registration statement of which this prospectus in accordance with FINRA Rule 5110(g)(8)(A). A portion of the purchase price of the private placement units will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within the combination period, the proceeds from the sale of the private placement units held in the trust will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement shares and private placement rights will expire worthless.

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		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. Our initial stockholders, directors, executive officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
		The private placement units are identical to the units sold in this offering, except that (i) with certain limited exceptions, the private units will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination; and (ii) the private placement shares will not be redeemable by us so long as they are held by the initial purchasers or any of their permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders, officers and directors with respect to any founder shares, as applicable. If the private placement shares are held by holders other than the initial purchasers or any of their permitted transferees, the private placement shares will be redeemable by us on the same basis as the shares included in the units being sold in this offering.
Redemption rights for public stockholders upon completion of our initial business combination		We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.25 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the marketing fee payable to I-Bankers. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, the Representative, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, Representative Shares and any public shares (as applicable) they may acquire after this offering in connection with the completion of our business combination, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.
Representative Shares		We have agreed to issue to I-Bankers an aggregate of 300,000 shares (or 345,000 shares if the underwriters’ over-allotment option is exercised in full) upon the consummation of this offering. The Representative Shares to be purchased by I-Bankers are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110 and will be subject to compliance with the lock-up and resale registration provisions of that rule.
Manner of conducting redemptions		We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement 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 Nasdaq, we would be required to comply with such rules.
Proceeds to be held in trust account		The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the $105,770,000 in gross proceeds we will receive from this offering and the sale of the private placement units described in this prospectus, or $121,220,000 if the underwriters’ over-allotment option is exercised in full, $101,000,000 ($10.10 per unit), or $116,150,000 ($10.10 per unit) if the underwriters’ over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and the remaining amounts will be used to pay expenses in connection with the closing of this offering (including underwriter discounts and commissions) and for working capital following this offering.
		Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period, or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within the combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

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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: • conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and • file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination. If, however, stockholder approval of the 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: • conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and • file proxy materials with the SEC.

Time to complete initial business
combination

Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the private placement units will not be released from the trust account until the earliest of:

(a) the completion of our initial business combination; (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation: (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period; or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity; and (c) the redemption of our public shares if we are unable to complete our initial business combination within the combination period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.

Ability to extend the time to complete
initial business combination

Pursuant to our amended and restated certificate of incorporation, we will have until 21 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to complete an initial business combination. If we do not complete our initial business combination within the 21 month period, while we do not currently intend to seek stockholder approval to amend our amended and restated certificate of incorporation to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek. If we determine not to extend, or fail to obtain stockholder approval to extend, the time period to consummate our initial business combination, and the time to consummate our initial business combination expires, our sponsor’s investment in our founder shares will be worthless. However, we may hold a stockholder vote at any time to amend our amended and restated certificate of incorporation in a manner that would affect the amount of time we will have to consummate an initial business combination (as well as in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the time periods described herein or with respect to any other provision relating to the rights of holders of our common stock or pre-initial business combination activity). As described herein, our initial stockholders, officers, directors and director nominees have agreed that they will not propose any such amendment unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of accrued taxes payable), divided by the number of then-outstanding public shares, subject to the limitations described herein.

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If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. 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 sponsor, officers and directors will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of 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. Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 15% or more of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding an aggregate of 15% or more of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to less than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold 15% or more of the shares sold in this offering) for or against our business combination.

Anticipated expenses and funding sources		Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above. Based upon current interest rates, we expect the trust account to generate approximately $5,050,000 of interest annually (assuming an interest rate of 5.0% per year). Unless and until we complete our initial business combination, we may pay our expenses only from the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $1,520,000 in working capital after the payment of expenses relating to this offering and the payment of liability insurance premiums for directors’ and officers’ liability insurance (“D&O insurance”). Additionally, in order to meet our working capital needs following the consummation of this offering if the funds available to us are insufficient, our sponsor may, but is not obligated to, loan us funds, from time to time or at any time, in whatever amount it deems reasonable in its sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into private placement units at a price of $10.00 per unit. 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 other proceeds from our trust account would be used for such repayment.
Possible need for additional financing		We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public stockholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public stockholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial

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Redemption rights in connection with proposed amendments to our certificate of incorporation		Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of a majority of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of a majority of our common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules. Our sponsor, who will beneficially own approximately 20% of our common stock upon the closing of this offering (excluding the Representative Shares and assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, the Representative, executive 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 modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders, the Representative, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, Representative Shares and public shares (as applicable) in connection with the completion of our initial business combination, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.
		business combination. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to any forward purchase agreements, backstop or similar agreements we may enter into following the consummation of this offering or otherwise. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Release of funds in trust account on closing of our initial business combination		On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than the funds that the trustee will use to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination.” We will use the remaining funds to pay I-Bankers its marketing fee, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination.
Conditions to completing our initial business combination		There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination (although our amended and restated certificate of incorporation will provide that we may not issue securities that can vote with common stockholders on matters related to our pre-business combination activity). Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding the marketing fee and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We will be required to comply with such rule so long as we obtain and maintain a listing for our securities on Nasdaq. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.
		If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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		If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, 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 post-transaction businesses, 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.
Permitted purchases of public shares by our affiliates		If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their or its respective affiliates may purchase shares in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, other than as expressly stated therein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares in 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.
Redemption of public shares and distribution and liquidation if no initial business combination		We will have only 15 months from the closing of this offering to complete our initial business combination, unless our stockholders approve an amendment to our amended and restated certificate of incorporation extending the combination period. If we are unable to complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights and warrants, which will expire worthless if we fail to complete our business combination within the combination period. Our initial stockholders, directors and officers and the Representative have waived their rights to liquidating distributions from the trust account with respect to their founder shares and Representative Shares (as applicable) if we fail to complete our initial business combination within the combination period. However, if our initial stockholders, directors and officers or the Representative acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted combination period. I-Bankers will not receive the marketing fee that is held in the trust account in the event we do not complete our initial business combination.
		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. Our initial stockholders, directors, executive officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
		Our sponsor, directors and officers, and the Representative have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common
Redemption rights for public stockholders upon completion of our initial business combination		We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the marketing fee payable to I-Bankers. Our initial stockholders, officers, directors, Biogas and the Representative have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares, Representative Shares and any public shares (as applicable) they may acquire after this offering in connection with the completion of our business combination, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.

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		stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules).
Manner of conducting redemptions		We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement 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 Nasdaq, we would be required to comply with such rules.
Limited payments to insiders		There will be no finder’s fees, consulting fees, non-cash payments or cash payments made to our sponsor, officers and directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: • Repayment of an aggregate of up to $300,000 in a loan made, or to be made, to us by the sponsor to be used for a portion of the expenses of this offering; • Payment to our Acting Chief Financial Officer of $10,000 per month for his services; • Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and • Repayment of loans which may be made by our initial stockholder or their affiliates to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into private placement warrants at a price of $1.00 per warrant.
		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: • conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and • file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Audit Committee		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. Prior to the effectiveness of this registration statement, we will establish and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
		Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
Conflicts of Interest		Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it
		In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. 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.

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		to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. 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 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.
		If, however, stockholder approval of the 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: • conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and • file proxy materials with the SEC.
Indemnity		Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.25 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be released to us to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.
		If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. 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 sponsor, officers and directors will count towards this quorum and have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of 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.
		We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote		Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 15% or more of the shares sold in this offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding an aggregate of 15% or more of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to less than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold 15% or more of the shares sold in this offering) for or against our business combination.

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Redemption rights in connection with proposed amendments to our certificate of incorporation		Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of a majority of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of a majority of our common stock. In all other instances, our amended and restated certificate of incorporation will provide that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules. Our sponsor, who will beneficially own approximately 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), Biogas and the Representative will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, officers and directors, Biogas and the Representative have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholders, officers and directors, Biogas and the Representative have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and Representative Shares in connection with the completion of our initial business combination, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.
Release of funds in trust account on closing of our initial business combination		On the completion of our initial business combination, all amounts held in the trust account will be released to us, other than the funds that the trustee will use to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination.” We will use the remaining funds to pay I-Bankers its marketing fee, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination.

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If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, 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 post-transaction businesses, 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.

Redemption of public shares and distribution and liquidation if no initial business combination

We will have only 21 months from the closing of this offering to complete our initial business combination, unless our stockholders approve an amendment to our amended and restated certificate of incorporation extending the combination period. If we are unable to complete our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our business combination within the combination period.

Our initial stockholders, directors and officers, Biogas and the Representative have waived their rights to liquidating distributions from the trust account with respect to their founder shares, private placement shares and Representative Shares if we fail to complete our initial business combination within the combination period. However, if our initial stockholders, directors and officers, Biogas or the Representative acquire public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted combination period.

I-Bankers will not receive the marketing fee that is held in the trust account in the event we do not complete our initial business combination.

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Our sponsor, directors and officers, Biogas and the Representative have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, if the agreement for our initial business combination includes a closing condition that requires us (after such redemption) to have a minimum net worth or available cash we will only redeem that number of shares which will allow us to satisfy such closing condition.

Limited payments to insiders

There will be no finder’s fees, consulting fees, non-cash payments or cash payments made to our sponsor, officers and directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

• Repayment of an aggregate of up to $750,000 in a loan made, or to be made, to us by the sponsor to be used for a portion of the expenses of this offering;

• Payment to our Acting Chief Financial Officer of $10,000 per month for his services;

• Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

• Repayment of loans which may be made by our initial stockholder or their affiliates to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit.

Audit Committee

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.

Prior to the effectiveness of this registration statement, we will establish and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”

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Conflicts of Interest

Certain of our officers and directors presently have, and any of them in the future may have fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contractual obligations, he will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. 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 such opportunity is expressly offered to such person solely in his 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. However, none of our directors or officers is currently a director, officer or otherwise involved with any other blank check company or owe a fiduciary duty or contractual obligation to any other entity to present a business opportunity with a potential target in the sector, of the size or for the purpose we intend to pursue. Nonetheless, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Our directors and officers have complete discretion, subject to applicable fiduciary duties, as to with which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. As a result, our directors or officers may pursue business combinations for blank check companies for which they serve as a director or officer in any order, which could result in its more recent blank check companies completing business combinations prior to blank check companies that were launched earlier. See “Risk Factors — Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

There are no contractual obligations governing the allocation of opportunities among the various blank check companies. Any determination as to which blank check company will pursue a particular acquisition target will be made based on the circumstances of the particular situation, including but not limited to the relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional financings and the relevant experience of the directors and officers involved with a particular blank check company. However, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.

In addition, our sponsor, members of our management team and our board of directors will directly or indirectly own founder shares following this offering, as set forth in “Principal Stockholders,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. There is no agreement, arrangement, or understanding between our sponsor and us or any of our executive officers or directors with respect to determining whether to proceed with a business combination.

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		Upon the closing of this offering, our sponsor will have invested in us $25,000, representing the purchase price for the founder shares (or approximately $0.009 per share). In addition, each of our independent directors and our Acting Chief Financial Officer has been allocated and will receive 50,000 founder shares following completion of our initial business compensation as compensation for their services, provided he continues to serve the Company in that capacity immediately prior thereto. Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public stockholders paid for their public shares in this offering, as our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public stockholders.
		Additionally, the personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public stockholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public stockholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public stockholders, as our management team would likely not receive any financial benefit unless we consummated a business combination.
		Additionally, if members of our management team form other special purpose acquisition companies similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms, conditions and timing relating to the business combinations of such other special purpose acquisition companies or ventures, and the level of attention paid by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest, which could negatively impact the timing for a business combination.

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Furthermore, our officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating management time among various business activities, including selecting a business combination target and monitoring the related due diligence. See “Risk Factors — Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.”

Our sponsor and executive 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 consummation of our initial business combination. Further, our sponsor and executive officers and directors have agreed to waive their redemption rights with respect to any founder shares held by them if we are unable to complete our initial business combination within 21 months from the closing of this offering or by such earlier liquidation date as our board of directors may approve. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units may expire worthless.

With certain limited exceptions, the founder shares purchased by our sponsor for an aggregate of $25,000, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until one year after the completion of our initial business combination. With certain limited exceptions, the private placement units and the securities underlying the private placement units 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 executive officers and directors may directly or indirectly own ordinary shares and rights following this offering, our executive officers and directors 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 because of their financial interest in completing an initial business combination within 21 months from the closing of this offering or by such earlier liquidation date as our board of directors may approve.

In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons 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 as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

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We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, members or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or members; accordingly, such affiliated person(s) 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 as such affiliated person(s) would have interests different from our public stockholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated certificate of incorporation) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or from an independent accounting firm, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

The potential conflicts described above may limit our ability to enter into a business combination or other transactions. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the Company and investors will not arise. For more information, see the section entitled “Management — Conflicts of Interest.”

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be released to us to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.

We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

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Risks

We have conducted no operations and have generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors.”

Summary of Risk Factors

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

• As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive target businesses. This could increase the cost of our initial business combination and could even result in our inability to find a suitable target business or to consummate an initial business combination.

• Changes in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete an initial business combination.

• The Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination and hinder our ability to consummate an initial business combination.

• We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

• Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

• If we seek stockholder approval of our initial business combination, our initial stockholders, ~~the Representative,~~ officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

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

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

• ~~The~~We ~~requirement~~may ~~that~~not webe able to complete our initial business combination within the prescribed time frame, ~~may~~in ~~give~~which ~~potential~~case ~~target~~we ~~businesses~~would ~~leverage~~cease ~~over~~all usoperations inexcept ~~negotiating~~for athe ~~business~~purpose ~~combination~~of ~~and~~winding ~~may~~up ~~decrease~~and ~~our~~we ~~ability~~would toredeem ~~conduct~~our ~~due~~public ~~diligence~~shares onand ~~potential~~liquidate, ~~business~~in ~~combination~~which ~~targets~~case ~~as we approach~~ our ~~dissolution~~public ~~deadline,~~stockholders ~~which~~may ~~could~~only ~~undermine~~receive ~~our~~$10.10 ~~ability~~per toshare, ~~complete~~or ~~our~~less ~~business~~than ~~combination~~such onamount ~~terms~~in ~~that~~certain ~~would~~circumstances, ~~optimize~~and ~~value~~our ~~for~~warrants ~~our~~will ~~stockholders~~expire worthless.

• We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.32

• The SEC has issued proposed rules (“SPAC Rule Proposals”) that may constrain the circumstances under which we could complete an initial business combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account or liquidate our Company at an earlier time than we might otherwise choose.

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• If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

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

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

• We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers and directors which may raise potential conflicts of interest.

• AsYou ~~the~~will ~~number~~not ofhave ~~SPACs~~any ~~evaluating~~rights ~~targets~~or ~~increases,~~interests ~~attractive~~in ~~targets~~funds ~~may~~from ~~become~~the ~~scarcer~~trust ~~and~~account, ~~there~~except ~~may~~under becertain ~~more~~limited ~~competition for attractive target businesses~~circumstances. ~~This~~To ~~could~~liquidate ~~increase~~your ~~the~~investment, ~~cost~~therefore, ofyou ~~our~~may ~~initial~~be ~~business~~forced ~~combination and could even result in our inability~~ to ~~find~~sell ayour ~~suitable~~public ~~target~~shares ~~business~~ or torights, ~~consummate~~potentially anat ~~initial~~a ~~business combination~~loss.

• WeProvisions ~~may issue our shares to investors~~ in ~~connection with~~ our ~~initial~~amended ~~business~~and ~~combination~~restated atcertificate aof ~~price~~incorporation ~~that~~and isDelaware ~~less~~law ~~than~~may have the ~~prevailing~~effect ~~market~~of ~~price~~discouraging oflawsuits against our ~~shares~~directors atand ~~that time~~officers.

• We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.

• Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

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

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

• Since our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

• IfOur wesponsor ~~seek~~paid ~~stockholder~~an ~~approval~~aggregate of ~~our~~$25,000, ~~initial~~or ~~business~~approximately ~~combination,~~$0.009 ~~our~~per ~~initial~~founder ~~stockholders,~~share ~~the~~after ~~Representative,~~giving ~~directors,~~effect ~~officers,~~to ~~advisors~~the ~~and~~surrender ~~their~~of ~~affiliates~~876,875 ~~may~~shares ~~elect~~in toconnection ~~purchase~~with ~~shares~~a ~~from~~reduction ~~public~~on ~~stockholders,~~the ~~which~~units ~~may~~offered ~~influence~~in athis ~~vote~~offering, onand, aaccordingly, ~~proposed~~you ~~business~~will ~~combination~~experience immediate and ~~reduce~~substantial ~~the~~dilution ~~public~~from ~~“float”~~the purchase of our common stock.

• ~~Because~~Nasdaq ~~each~~may ~~unit~~delist ~~contains~~our ~~one-tenth of~~securities ~~one~~from ~~right~~trading ~~and~~on ~~one~~its ~~redeemable warrant~~exchange, ~~the~~which ~~units~~could ~~may~~limit beinvestors’ ~~worth~~ability ~~less~~to ~~than~~make ~~units~~transactions ofin ~~other~~our ~~blank~~securities ~~check~~and ~~companies~~subject us to additional trading restrictions.

• ~~You~~We ~~will~~have ~~not~~no beoperating ~~permitted~~history toand ~~exercise~~no ~~your~~revenues, ~~warrants~~and ~~unless~~you wehave ~~register~~no ~~and~~basis ~~qualify~~on ~~the~~which ~~issuance~~to ofevaluate ~~the~~our ~~underlying~~ability ~~common~~to ~~stock~~achieve orour ~~certain~~business ~~exemptions are available~~objective.

• ~~Our~~Due ~~sponsor~~to ~~paid~~our anlimited ~~aggregate~~financial ofresources ~~$25,000,~~and orliquidity ~~approximately $0.009 per founder share~~concerns, ~~and,~~there ~~accordingly,~~is ~~you~~substantial ~~will~~doubt ~~experience~~about ~~immediate~~our ~~and~~ability ~~substantial~~to ~~dilution~~continue ~~from~~as ~~the~~a ~~purchase~~“going ~~of our common stock~~concern.”

~~• Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.~~33

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SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.

	December 31, 2022
	June 30, 2024
Balance Sheet Data:	Actual			As Adjusted
Working capital (deficiency)(1)	$	(113,615	)	$	1,186,385
Working (deficiency) capital(1)	$	(486,977	)	$	1,639,440
Total assets(2)	$	86388,~~770~~045		$	~~103~~102,~~886~~750,~~770~~440
Total liabilities(3)	$	~~118~~537,~~279~~605		$	3,~~845~~581,~~779~~000
Value of common stock(4)	$	—		$	88,738,840
Value of common stock subject to possible redemption(4)	$	—		$	101,000,000
Total stockholders’ (deficit) equity(5)	$	(31,509	)	$	11,302,151
Total stockholders’ deficit(5)	$	(149,560	)	$	(1,860,560	)

____________

(1) The “as adjusted” calculation includes $1,~~300~~870,000 of cash held outside the trust account, ~~less~~minus $~~113~~149,~~615~~560 of actual ~~working~~stockholders’ ~~capital~~deficit ~~deficiency~~ as of ~~December 31~~June 30, ~~2022~~2024, less $81,000 or over-allotment liability.

(2) The “as adjusted” calculation equals $~~102~~101,~~500~~000,000 of cash held in trust from the proceeds of this offering and the sale of the private placement ~~warrants~~units, plus $1,~~300~~870,000 in cash held outside the trust account, ~~plus~~minus $86149,~~770~~560 of actual ~~assets~~stockholders’ deficit as of ~~December 31~~June 30, ~~2022~~2024.

(3) The “as adjusted” calculation equals $3,500,000 of the marketing fee, assuming the overallotment option is not exercised, ~~$227,500~~plus ofthe ~~private~~over-allotment ~~placement warrant~~ liability, ~~and actual total liabilities~~ of $~~118~~81,~~279 as of December 31, 2022~~000.

(4) The “as adjusted” ~~calculation~~amount ~~equals~~includes all public shares included in the ~~net~~units ~~proceeds~~sold ~~from~~in this offering ~~less~~that ~~the~~may ~~costs~~be ~~allocated~~redeemed toin ~~additional~~connection ~~paid~~with inour ~~capital,~~initial ~~attributable~~business combination (which is initially anticipated to be $10.10 per share),~~000~~ assuming the over-allotment option is not exercised. The “as adjusted” calculation equals the “as adjusted” total assets,~~000~~ ~~shares~~less ofthe ~~common~~“as ~~stock~~adjusted” ~~subject~~total toliabilities, ~~possible~~less ~~redemption~~the “as adjusted” stockholders’ deficit.

(5) Excludes 10,000,000 shares of common stock purchased in the public market which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of shares of common stock that may be redeemed in connection with our initial business combination ($10.2510 per share).

The “as adjusted” information gives effect to the sale of the units in this offering, the sale of the private placement ~~warrants~~units, repayment of up to an aggregate of $~~300~~750,000 in a loan made to us by the sponsor and the payment of the estimated expenses of this offering. The “as adjusted” total assets amount includes the $~~102~~101,~~500~~000,000 held in the trust account (if the underwriters’ over-allotment option is not exercised) for the benefit of our public stockholders, which amount will be available to us only upon the completion of our initial business combination within the combination period. The Representative will not be entitled to any interest accrued on the marketing fee.

If no business combination is completed within the combination period, the proceeds then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our initial stockholders, officers, directors, Biogas and the Representative have agreed to waive their right to liquidating distributions from the trust account with respect to their founder shares, orprivate ~~Representative~~placement ~~Shares~~shares ~~(as~~and ~~applicable)~~Representative Shares if we fail to complete our initial business combination within such combination period.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to Our Search For, Consummation of, or Inability to Consummate, a Business Combination

As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive target businesses. This could increase the cost of our initial business combination and could even result in our inability to find a suitable target business or to consummate an initial business combination.

InAs ~~recent years,~~ the number of SPACs ~~that~~increases, ~~have~~fewer ~~been~~attractive ~~formed~~targets ~~has~~for ~~increased~~a ~~substantially.~~business ~~Many~~combination ~~potential~~may be available, and it may require more time, more effort and more resources to identify a suitable target ~~businesses~~and ~~for~~to consummate an initial business combination. In addition, as the number of blank check companies ~~have~~seeking ~~already~~to ~~entered~~enter into an initial business combination with available targets businesses increases, ~~and~~the ~~there~~competition ~~are~~for ~~still~~available ~~many~~target ~~blank~~businesses ~~check~~with ~~companies~~attractive ~~preparing~~fundamentals ~~and~~or ~~seeking~~business ~~target~~models may increase, which could cause targets businesses ~~for~~to andemand ~~initial~~improved ~~public~~financial ~~offering~~terms. Attractive deals could also become scarcer for other reasons, such as ~~well~~economic asor ~~many~~industry ~~such~~sector ~~companies~~downturns, ~~currently~~geopolitical tensions, or increases in ~~registration.~~the Ascost aof ~~result,~~additional atcapital ~~times,~~needed ~~fewer~~to ~~attractive~~close ~~targets~~business ~~may~~combinations beor ~~available,~~operate ~~and~~target itbusinesses ~~may~~post-business combination. ~~require~~This ~~more~~could ~~time~~increase the cost of, ~~more~~delay ~~effort~~or ~~and~~otherwise ~~more~~complicate ~~resources~~or frustrate our ability to ~~identify~~find aand ~~suitable~~consummate ~~target~~an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

In addition, because there are more blank check companies seeking to enter into an initial business combination with available targets businesses, the competition for available target businesses with attractive fundamentals or business models may increase, which could cause targets businesses to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate target businesses post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

We may engage our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. These financial incentives may cause our underwriters to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage our underwriters or one of their affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriters or their affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriters or their affiliates and no fees or other compensation for such services will be paid to the underwriters or their affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering. Such underwriters or their affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

Changes in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete an initial business combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments, and potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those

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applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted or applied, could have a material adverse effect on our business.

~~The~~Effective ~~SEC~~July ~~has~~1, 2024, the SEC issued ~~proposed~~final rules (the “SPAC Rules”) relating to, ~~certain~~among ~~activities~~other ofitems, ~~SPACs~~enhancing ~~that~~disclosures ~~may~~in ~~increase~~business ~~our~~combination ~~costs~~transactions involving SPACs and private operating companies; amending the ~~time~~financial ~~needed~~statement torequirements ~~complete~~applicable ~~our~~to ~~initial~~transactions ~~business~~involving ~~combination~~shell ~~and~~companies; ~~may~~effectively ~~constrain~~limiting the ~~circumstances~~use ~~under~~of ~~which~~projections wein ~~could~~SEC ~~complete~~filings anin ~~initial~~connection with proposed business combination. ~~The~~transactions; ~~need~~and ~~for~~increasing ~~compliance~~the ~~with~~potential ~~the~~liability ~~SPAC~~of ~~Rule~~certain ~~Proposals~~participants in proposed business combination transactions. These rules may ~~cause~~materially usadversely affect our ability to ~~liquidate~~engage ~~the~~financial ~~funds~~and incapital ~~the~~market ~~trust~~advisors, ~~account~~negotiate orand ~~liquidate~~complete our ~~Company~~initial atbusiness ancombination ~~earlier~~and ~~time~~may ~~than~~increase wethe ~~might~~costs ~~otherwise~~and ~~choose~~time related thereto.

OnIf ~~March 30,~~we 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) that would, among other items, impose additional disclosure requirements in initial public offerings by SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are ~~disclosed~~deemed ~~in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent~~ to ~~which~~be ~~SPACs~~an ~~could~~investment ~~become~~company ~~subject to regulation~~ under the Investment Company Act ~~of 1940. These rules~~, ifwe ~~adopted, whether in the form proposed or in revised form,~~ may ~~increase~~be ~~the~~required ~~costs~~to ~~and~~institute ~~time~~burdensome ofcompliance ~~negotiating~~requirements and ~~completing~~our anactivities ~~initial~~may ~~business~~be ~~combination~~restricted, ~~and~~which may ~~constrain~~make ~~the~~it ~~circumstances~~difficult ~~under~~for ~~which~~us weto ~~could~~ complete anour initial business combination. ~~The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account or liquidate our Company at an earlier time than we might otherwise choose.~~

IfAs wedescribed ~~are~~in ~~deemed~~the risk factor above entitled “Changes in laws or regulations, or a failure to becomply anwith ~~investment~~any ~~company~~laws ~~for~~and ~~purposes~~regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.”, the SEC’s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act, weand ~~would~~the beregulations ~~required~~thereunder. toWhether ~~institute~~a ~~burdensome~~SPAC ~~compliance~~is ~~requirements~~an ~~and~~investment ~~our~~company ~~activities~~will ~~would~~ be ~~severely~~a ~~restricted.~~question Asof afacts ~~result,~~and incircumstances. ~~such~~If our facts and circumstances, ~~unless~~change over time, we ~~are~~will ~~able~~update our disclosure to ~~modify~~reflect ~~our~~how ~~activities~~those sochanges impact the risk that we ~~would~~may ~~not~~be considered to be ~~deemed~~operating as an unregistered investment company,. weWe ~~would~~can ~~expect~~give tono ~~abandon~~assurance ~~our~~that ~~efforts~~a toclaim ~~complete~~will annot ~~initial~~be ~~business~~made ~~combination~~that ~~and~~we ~~instead~~have tobeen ~~liquidate~~operating ~~the~~as ~~Company~~an unregistered investment company.

AsIf ~~described~~we ~~further~~are ~~above,~~deemed ~~the SPAC Rule Proposals relate, among other matters,~~ to ~~the circumstances in which SPACs, including companies like ours, could potentially~~ be ~~subject~~an ~~to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “~~investment company” under ~~Section 3(a)(1)(A) of~~ the Investment Company Act, ~~provided~~we ~~that~~may ahave ~~SPAC satisfies certain criteria, including a limited time period~~ to ~~announce~~change ~~and~~our ~~complete a de-SPAC transaction. Specifically~~operations, towind ~~comply~~down ~~with~~our ~~the safe harbor~~operations, ~~the~~or ~~SPAC~~register ~~Rule~~as ~~Proposals would require a company to file a report on Form 8-K announcing that it has entered into~~ an ~~agreement~~investment ~~with a target~~ company ~~for~~under ~~a business combination no later than 18 months after~~ the ~~effective~~Investment ~~date~~Company ~~of its registration statement for its initial public offering~~Act. ~~The~~Our ~~Company~~activities ~~would~~may ~~then~~ be ~~required~~restricted, ~~to complete its initial business combination no later than 24 months after the effective date of the registration statement for its initial public offering.~~including:

~~There~~• restrictions ison ~~currently uncertainty concerning~~ the ~~applicability~~nature of ~~the Investment~~our ~~Company~~investments; ~~Act to a SPAC, including a company like ours that does not complete its business combination within 24 months after the effective date of the registration statement for its initial public offering.~~and

If• restrictions weon ~~are deemed to be an investment company under~~ the ~~Investment~~issuance ~~Company~~of ~~Act~~securities, ~~our~~each ~~activities~~of ~~would~~which bemay ~~severely~~make ~~restricted.~~it Indifficult ~~addition,~~for ~~we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject~~ us to ~~regulation~~complete as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our ~~activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an~~ initial business combination ~~and instead to liquidate the Company~~. As a result, our public stockholders may receive only approximately $10.25 per public share, or less in certain circumstances, on the liquidation of our trust account, our warrants and rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

29We may also have imposed upon us burdensome requirements, including:

• registration as an investment company;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

We do not believe that our anticipated activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank.

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Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; or (B) with respect to any other provision relating to the rights of holders of our common stock or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of this offering, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares.

We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on the liquidation of our trust account and our rights will expire worthless, and our public stockholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

The funds in the trust account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we expect that we will, onafter ora ~~prior~~period toof ~~the~~time ~~24-month~~following ~~anniversary~~the completion of ~~the~~our ~~effective~~initial ~~date~~public ofoffering, in accordance with the ~~Registration~~guidance ~~Statement~~promulgated by the SEC, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

InNotwithstanding ~~addition, even prior to~~ the ~~24-month~~investment ~~anniversary~~activities ofdescribed ~~the effective date of the Registration Statement~~above, we may still be deemed to be operating as an investment company at any time since our inception. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, ~~even prior to~~ the ~~24-month anniversary, the~~ greater the risk that we may be ~~considered~~deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the ~~Company~~risk that we may be considered to be operating as an unregistered investment company. ~~Accordingly~~As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time, ~~even prior to the 24-month anniversary,~~ and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which ~~would~~could further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

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as compared to what they would have received had the investments not been so liquidated. Were we to liquidate the Company, our rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we will maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the FDIC. While we intend to place our deposits in high-quality banks, only a small portion of the funds in our trust account will be guaranteed by the FDIC.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

The funds in our operating account and our trust account will initially be held in banks or other financial institutions and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Our cash held in these accounts may exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues.

We may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate a business combination with such target.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated. Our sponsor is a U.S. entity, and the managing member of our sponsor is a U.S. person. Our sponsor is not controlled by and does not have substantial ties with a non-U.S. person.

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U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete an initial business combination could be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.25 per share, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.38

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As a result of these various restrictions, the pool of potential targets with which we could complete an initial business combination could be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

I-Bankers may have a conflict of interest in rendering services to us in connection with our initial business combination.

We have engaged I-Bankers to assist us in connection with our initial business combination. We will pay I-Bankers the marketing fee for such services upon the consummation of our initial business combination in an aggregate amount equal to $0.35 per unit, or $3,500,000 in the aggregate (or up to 4,025,000 if the underwriters’ over-allotment option is exercised in full). In addition, we will pay I-Bankers a finder’s fee equal to 1.0% of the consideration issued to a target if the initial business combination is consummated with a target introduced by I-Bankers. The Representative Shares, the Representative Warrants and the private placement ~~warrants~~units owned by I-Bankers will also be worthless if we do not consummate an initial business combination. These financial interests may result in I-Bankers having a conflict of interest when providing the services to us in connection with an initial business combination.

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

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, ~~2024~~2025. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

The Excise Tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination and hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

OnThe ~~August 16, 2022, President Biden signed into law the~~ Inflation Reduction Act of 2022, ~~which, among other things,~~ imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation ~~beginning in 2023~~, with certain exceptions (the “Excise Tax”). Because we are a Delaware corporation and our securities will trade on Nasdaq following the date of this prospectus, we will be a “covered corporation” within the meaning of the Inflation Reduction Act following this offering, and ~~while not free from doubt, it is possible that~~ the Excise Tax will apply to any redemptions of our common stock ~~after December 31~~, ~~2022,~~ including redemptions in connection with an initial business combination, ~~unless~~that anare ~~exemption~~treated isas ~~available.~~repurchases ~~Issuances~~for ofthis ~~securities~~purpose in(other ~~connection~~than, ~~with~~pursuant ~~any~~to ~~private~~recently ~~investment~~issued inguidance ~~public~~from ~~equity~~the ~~(“PIPE”)~~U.S. ~~transaction~~Department atof the ~~time~~Treasury, ofredemptions ~~our~~in ~~initial~~complete ~~business~~liquidation ~~combination~~of ~~are~~the ~~expected~~company). toIn ~~reduce~~all cases, the ~~amount~~extent of the ~~Excise~~excise ~~Tax~~tax inthat ~~connection~~may ~~with~~be ~~redemptions~~incurred atwill ~~such~~depend ~~time~~on a number of factors, ~~but~~including the ~~number~~fair market value of ~~securities~~our stock redeemed, ~~may~~the ~~exceed~~extent ~~the~~such ~~number~~redemptions ofcould ~~securities~~be ~~issued~~treated inas ~~any~~dividends ~~such~~and ~~PIPE~~not ~~transaction~~repurchases, and the ~~amount~~content of any regulations and other additional guidance from the ~~Excise~~U.S. ~~Tax~~Department ~~could~~of the Treasury that may be ~~substantial.~~issued ~~Consequently,~~and applicable to the ~~value~~redemptions. Issuances of ~~your~~stock ~~investment~~by a repurchasing corporation in ~~our~~a ~~securities~~year ~~may~~in ~~decrease~~which assuch acorporation ~~result~~repurchases ofstock may reduce the ~~Excise~~amount ~~Tax~~of excise tax imposed with respect to such repurchase. InThe excise tax is imposed on the repurchasing

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~~addition~~corporation itself, not the ~~Excise~~stockholders ~~Tax~~from ~~may~~which ~~make~~stock is repurchased. The imposition of the excise tax as a ~~transaction~~result ~~with~~of usredemptions ~~less~~in ~~appealing~~connection towith ~~potential~~the initial business combination ~~targets~~could, ~~and thus~~however, ~~potentially~~reduce ~~hinder~~the ~~our~~amount ~~ability~~of cash available to ~~enter~~pay ~~into~~redemptions ~~and~~or ~~consummate~~reduce anthe ~~initial~~cash contribution to the target business ~~combination,~~in ~~particularly~~connection anwith our initial business combination, in which ~~substantial~~could ~~PIPE~~cause ~~issuances~~the ~~are~~other ~~not~~stockholders ~~contemplated~~of the combined company to economically bear the impact of such excise tax.

OnResources ~~December 27,~~could ~~2022,~~be ~~the~~wasted ~~U.S. Department~~in ofresearching ~~Treasury~~acquisitions ~~released Notice 2023-2, which provides taxpayers with interim guidance on the Excise Tax~~ that ~~may~~are benot ~~relied upon until the IRS issues proposed Treasury regulations on such matter. Furthermore~~completed, ~~Notice 2023-2~~which ~~includes~~could asmaterially ~~one~~adversely ofaffect ~~its~~subsequent ~~many~~attempts ~~exceptions~~ to ~~the~~locate ~~Excise~~and ~~Tax,~~acquire aor ~~distribution~~merge inwith ~~complete~~another ~~liquidation of a “covered corporation” to which Section 331 of the Code applies (so long as Section 332(a) of the Code also does not apply)~~business. ~~Consequently,~~If we ~~would~~have not ~~expect~~completed ~~the Excise Tax to apply if there is a complete liquidation of~~ our ~~public~~initial ~~shares~~business ~~under~~combination ~~Section 331~~by of the ~~Code.~~date ~~Nonetheless,~~set weforth ~~are not permitted to use the proceeds placed~~ in ~~the~~our ~~trust~~amended ~~account~~ and ~~the~~restated ~~interest~~certificate ~~earned~~of ~~thereon~~incorporation, toour ~~pay~~public ~~any~~stockholders ~~excise taxes or any other similar fees or taxes in nature that~~ may bereceive ~~imposed~~only onapproximately ~~the~~$10.10 ~~company~~per ~~pursuant to any current~~share, ~~pending~~ or ~~future~~less ~~rules~~than orsuch ~~laws,~~amount ~~including~~in ~~without~~certain ~~limitation~~circumstances, ~~any~~on ~~excise tax due imposed under~~ the ~~Inflation~~liquidation ~~Reduction~~of ~~Act~~our ontrust ~~any~~account ~~redemptions~~and orour ~~stock~~rights ~~buybacks~~will byexpire ~~our company~~worthless.

~~Resources~~We ~~could~~anticipate bethat ~~wasted~~the ininvestigation ~~researching~~of ~~acquisitions~~each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that ~~are~~point for the proposed transaction likely would not ~~completed~~be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons, including those beyond our control. Any such event will result in a loss to us of the related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination bywithin the ~~date~~combination ~~set forth in our amended and restated certificate of incorporation~~period, ~~including any extensions contemplated therein,~~ our public stockholders may receive only approximately $10.2510 per share, ~~or less than such amount in certain circumstances,~~ on the liquidation of our trust account and our ~~warrants and~~ rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

WeAs ~~anticipate that~~ the ~~investigation~~number of ~~each~~SPAC ~~specific~~targets ~~target business and the negotiation~~increases, ~~drafting~~attractive ~~and~~targets ~~execution~~may ofbecome ~~relevant~~scarcer ~~agreements, disclosure documents~~ and ~~other~~there ~~instruments~~may ~~will~~be ~~require~~more ~~substantial~~competition ~~management time and attention and substantial costs~~ for ~~accountants,~~attractive ~~attorneys,~~targets ~~consultants~~or ~~and~~such ~~others.~~attractive Iftargets wemay ~~decide~~ not be interested to ~~complete~~consummate a ~~specific initial~~ business combination, ~~the~~with ~~costs~~a ~~incurred~~SPAC updue to ~~that~~a ~~point~~negative ~~for~~public ~~the~~perception ~~proposed~~of ~~transaction~~mergers ~~likely~~involving ~~would not be recoverable~~SPACs. ~~Furthermore,~~This ifcould weincrease ~~reach~~the ancost ~~agreement~~of ~~relating to a specific target business, we may fail to complete~~ our initial business combination ~~for~~and ~~any~~could ~~number~~even ~~of reasons, including those beyond our control. Any such event will~~ result in aour ~~loss~~inability to usfind ofa ~~the~~target ~~related~~or ~~costs incurred, which could materially adversely affect subsequent attempts~~ to ~~locate~~consummate ~~and~~an ~~acquire or merge with another business. If we have not completed our~~ initial business combination ~~within the combination period, our public stockholders may receive only approximately $10~~.25 per share on the liquidation of our trust account and our warrants and rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.25 per share upon our liquidation.

~~There~~In ~~may~~recent beyears, ~~significant~~the ~~competition~~number ~~for~~of usSPACs tothat ~~find~~have anbeen ~~attractive~~formed ~~target~~has increased substantially. Many potential targets for SPACs have already entered into an initial business combination., ~~This~~and ~~could~~there ~~increase~~are ~~the~~still ~~costs~~many ~~associated~~SPACs ~~with~~preparing ~~completing~~for ~~our~~an initial ~~business~~public ~~combination~~offering, ~~and~~as ~~may~~well ~~result~~as inmany ~~our~~such ~~inability~~companies tocurrently ~~find~~in registration. As a ~~suitable~~result, ~~target~~at ~~for~~times, ~~our~~fewer attractive targets may be available to consummate an initial business combination.

In ~~recent years~~addition, ~~the~~because ~~number~~there ofare more SPACs ~~that~~seeking ~~have~~to ~~been~~enter ~~formed~~into ~~has~~an ~~increased~~initial ~~substantially.~~business ~~Many~~combination ~~companies~~with ~~have~~available ~~entered~~targets, ~~into~~the ~~business~~competition ~~combinations~~for available targets with ~~SPACs,~~attractive ~~and~~fundamentals ~~there~~or ~~are~~business ~~still~~models ~~many~~may ~~SPACs~~increase, ~~seeking~~which could cause targets ~~for~~companies ~~their~~to ~~initial~~demand ~~business~~improved ~~combination~~financial terms. Attractive deals could also become scarcer for other reasons, such as ~~well~~economic asor ~~additional~~industry sector downturns (including a negative public perception of mergers involving SPACs), ~~currently~~geopolitical tensions, or increases in ~~registration~~the cost of additional capital needed to close business combinations or operate targets post-business combination. AsThis acould ~~result,~~increase atthe ~~times~~cost of, ~~fewer~~delay ~~attractive~~or ~~targets~~otherwise complicate or frustrate our ability to find and consummate an initial business combination and may beresult ~~available,~~in our inability to consummate an initial business combination on terms favorable to our investors altogether. See “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may ~~require~~be more ~~time,~~difficult ~~effort~~for ~~and~~us ~~resources~~ to ~~identify~~complete aour ~~suitable~~initial ~~target~~business ~~for~~combination. anIf we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our rights will expire worthless.”

In addition, because there are a large number of SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

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We would be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”) for U.S. federal income tax purposes.

A U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).

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than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).

Depending on the date and size of our initial business combination, at least 60% of our adjusted ordinary gross income may consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain tax-exempt organizations, pension funds and charitable trusts, more than 50% of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by five or fewer such persons during the last half of a taxable year. Thus, no assurance can be given that we will not become a PHC following this offering or in the future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments.

Changes in the market for D&O insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent ~~months~~years, the market for D&O insurance for ~~blank~~special ~~check~~purpose acquisition companies has changed in ways adverse to us and our officers and directors. Fewer insurance companies are offering quotes for directors’ and officers’ liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.

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

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

We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or which approximates the per-share amount in our trust account at such time, which is generally approximately $10.2510. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

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Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable state law or the rules of Nasdaq or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination.

Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except for as required by law, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Even if we seek stockholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding shares of our common stock do not approve of the business combination we consummate. Please see the section entitled “Proposed Business — Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

If we seek stockholder approval of our initial business combination, our initial stockholders, the Representative, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.41

Unlike many other blank check companies in which the initial stockholders and the Representative agree to vote their founder shares and Representative Shares (as applicable) in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders, the Representative, officers and directors have agreed to vote their founder shares and Representative Shares (as applicable), as well as any public shares purchased during or after this offering, in favor of our initial business combination. Our sponsor will own approximately 20% of our outstanding shares of common stock immediately following the completion of this offering. As a result, in addition to the founder shares and the Representative Shares, we would need only 3,600,001 or 36.0%, of the 10,000,000 public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriters’ over-allotment option is not exercised). Furthermore, assuming only the minimum number of stockholders required to be present at the stockholders’ meeting held to approve our initial business combination are present at such meeting, we would need only 400,001 of the 10,000,000 public shares, or approximately 4.0% of the shares sold as part of the units in this offering, to be voted in favor of our initial business combination in order to have such transaction approved (assuming the underwriters’ over-allotment option is not exercised). In addition, in the event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved.

Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if our initial stockholders and the Representative agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

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

At the time of your investment in us, you may not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only

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~~opportunity~~on toa ~~affect~~variety of factors, such as the ~~investment~~timing ~~decision~~of ~~regarding~~the atransaction ~~potential~~and ~~business~~whether ~~combination~~the ~~may~~terms beof ~~limited~~the transaction would otherwise require us to ~~exercising~~seek ~~your~~stockholder ~~redemption~~approval. ~~rights~~Even ~~within~~if we seek stockholder approval, the ~~period~~holders of ~~time~~our ~~(which~~founder shares will beparticipate atin ~~least~~the ~~20 business days)~~vote ~~set~~on ~~forth~~such inapproval. Accordingly, we may consummate our ~~tender~~initial ~~offer~~business ~~documents~~combination ~~mailed~~even toif ~~our~~holders ~~public~~of ~~stockholders~~a inmajority ~~which~~of wethe ~~describe~~outstanding shares of our ~~initial~~common stock do not approve of the business combination we consummate. Please see the section entitled “Proposed Business — Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

~~The~~If ~~ability~~we ofseek ~~our~~stockholder ~~public~~approval ~~stockholders~~of toour ~~redeem~~initial ~~their~~business ~~shares~~combination, ~~for~~our ~~cash~~initial ~~may~~stockholders, ~~make~~officers ~~our~~and ~~financial~~directors ~~condition~~have ~~unattractive~~agreed to ~~potential~~vote ~~business~~in ~~combination~~favor ~~targets,~~of ~~which~~such ~~may~~initial ~~make~~business itcombination, ~~difficult~~regardless ~~for~~of ushow toour ~~enter~~public ~~into~~stockholders ~~a business combination with a target~~vote.

WeOur ~~may~~initial ~~seek~~stockholders, toofficers ~~enter~~and ~~into~~directors, aBiogas ~~business~~and ~~combination~~the ~~transaction~~Representative ~~agreement with a prospective target that requires as a closing condition that we~~ have aagreed ~~minimum~~to ~~net~~vote ~~worth~~their orfounder ashares, ~~certain~~the ~~amount~~private ofplacement ~~cash.~~shares Ifand ~~too~~the ~~many~~Representative ~~public stockholders exercise their redemption rights~~Shares, weas ~~would~~well ~~not~~as beany ~~able~~public toshares ~~meet~~purchased ~~such~~during ~~closing~~or ~~condition~~after ~~and,~~this ~~as a result~~offering, ~~would~~in ~~not~~favor beof ~~able~~our toinitial ~~proceed with the~~ business combination. ~~The~~Our ~~amount~~sponsor ofwill ~~the~~own ~~marketing~~approximately ~~fee~~20% ~~payable~~of ~~to I-Bankers~~our ~~will~~outstanding ~~not~~shares beof ~~adjusted~~common ~~for~~stock ~~any~~immediately ~~shares~~following ~~that~~the ~~are~~completion ~~redeemed~~of inthis ~~connection~~offering. ~~with~~As a ~~business~~result, ~~combination~~in ~~and~~addition ~~such~~to ~~amount~~the offounder shares, the ~~marketing~~private ~~fee~~placement isshares ~~not~~and ~~available~~the ~~for~~Representative usShares, towe ~~use~~would asneed ~~consideration~~only in3,311,501 anor ~~initial~~approximately ~~business combination~~33. ~~Furthermore~~1%, inof nothe ~~event~~10,000,000 ~~will we redeem our~~ public shares sold in anthis ~~amount~~offering ~~that~~to ~~would~~be ~~cause~~voted ~~our~~in ~~net~~favor ~~tangible~~of ~~assets~~a totransaction be(assuming ~~less~~all ~~than~~outstanding ~~$5,000,001~~shares ~~both~~are ~~immediately~~voted) ~~before~~in ~~and~~order ~~after~~to ~~the~~have ~~consummation of~~ our initial business combination approved (soassuming ~~that we are not subject to~~ the ~~SEC~~underwriters’s ~~“penny~~over-allotment option ~~stock”~~is ~~rules~~not exercised). orFurthermore, ~~any~~assuming ~~greater~~only ~~net~~the ~~tangible~~minimum ~~asset~~number orof ~~cash~~stockholders ~~requirement~~required ~~which~~to ~~may~~ be ~~contained~~present inat the ~~agreement~~stockholders’ ~~relating~~meeting held to approve our initial business combination. ~~Consequently,~~are ifpresent ~~accepting~~at ~~all~~such ~~properly~~meeting, ~~submitted~~we ~~redemption requests~~ would ~~cause~~not ~~our~~need ~~net~~any ~~tangible~~of ~~assets~~the ~~to be less than $5~~10,000,~~001~~000 ~~both~~public ~~immediately~~shares ~~before~~sold ~~and~~as ~~after~~part ~~the consummation~~ of ~~our~~the ~~initial~~units ~~business~~in ~~combination~~this oroffering ~~such~~to ~~greater~~be ~~amount~~voted ~~necessary~~in tofavor ~~satisfy~~of aour ~~closing~~initial ~~condition~~business ascombination ~~described~~in ~~above,~~order weto ~~would~~have ~~not~~such ~~proceed~~transaction ~~with~~approved. ~~such~~In ~~redemption~~addition, ~~and~~in the ~~related~~event ~~business~~that ~~combination~~our ~~and~~board ~~may~~of ~~instead~~directors ~~search~~amends ~~for~~our anbylaws ~~alternate~~to ~~business~~reduce ~~combination.~~the ~~Prospective~~number ~~targets will be aware~~ of ~~these~~shares ~~risks~~required ~~and,~~to ~~thus, may~~ be ~~reluctant~~present toat ~~enter into~~ a ~~business~~meeting ~~combination~~of ~~transaction~~our ~~with~~stockholders, ~~us. If~~ we ~~are~~would ~~able~~need toeven ~~consummate~~fewer anpublic ~~initial~~shares ~~business~~to ~~combination,~~be ~~the~~voted ~~per-share value~~in favor of ~~shares~~our ~~held~~initial bybusiness ~~non-redeeming stockholders~~combination ~~will reflect our obligation~~ to ~~pay~~have ~~the~~such ~~marketing~~transaction ~~fee~~approved.

IfYour weonly ~~are~~opportunity ~~unable~~ to ~~complete~~affect ~~our~~the ~~initial~~investment ~~business~~decision ~~combination~~regarding ~~before~~a ~~the~~potential ~~end~~business ~~of the~~ combination ~~period,~~may webe ~~would~~limited ~~cease~~to ~~all~~the ~~operations~~exercise ~~except~~of ~~for~~your ~~the~~right ~~purpose~~to ofredeem ~~winding~~your upshares ~~and~~from weus ~~would~~for ~~redeem~~cash, ~~our~~unless ~~public~~we ~~shares~~seek ~~and~~stockholder ~~liquidate,~~approval ~~and~~of the ~~rights~~business ~~will be worthless~~combination.

WeAt ~~will have 15 months from~~ the ~~closing~~time of ~~this~~your ~~offering.~~investment ~~until~~in ~~the~~us, ~~end~~you ofmay ~~the~~not ~~combination~~be ~~period~~provided towith ~~consummate~~ an ~~initial~~opportunity ~~business~~to ~~combination.~~evaluate Ifthe wespecific ~~are~~merits ~~unable~~or torisks ~~consummate~~of ~~our~~one ~~initial~~or ~~business~~more ~~combination~~target ~~within~~businesses. ~~the~~Since ~~applicable~~our ~~time~~board ~~period,~~of wedirectors ~~will,~~may ascomplete ~~promptly~~a asbusiness ~~reasonably~~combination ~~possible~~without ~~but~~seeking ~~not~~stockholder ~~more~~approval, ~~than~~public ~~ten business~~stockholders ~~days~~may ~~thereafter,~~not ~~redeem~~have the ~~public~~right ~~shares~~or ~~for~~opportunity ato ~~pro~~vote ~~rata~~on ~~portion of~~ the ~~funds~~business ~~held~~combination, inunless ~~the~~we ~~trust~~seek ~~account~~such ~~and~~stockholder asvote. ~~promptly~~Accordingly, asif ~~reasonably~~we ~~possible~~do ~~following~~not ~~such~~seek ~~redemption~~stockholder approval, ~~subject~~your only opportunity to affect the ~~approval~~investment ofdecision ~~our~~regarding ~~remaining~~a ~~stockholders~~potential ~~and~~business ~~our~~combination ~~board~~may ofbe ~~directors,~~limited ~~dissolve~~to ~~and~~exercising ~~liquidate,~~your ~~subject~~redemption inrights ~~each~~within ~~case~~the toperiod ~~our~~of ~~obligations~~time ~~under~~(which ~~Delaware~~will ~~law~~be toat ~~provide~~least ~~for~~20 business days) ~~claims~~set offorth ~~creditors~~in ~~and~~our ~~the~~tender ~~requirements~~offer ofdocuments ~~other~~mailed ~~applicable~~to ~~law.~~our Inpublic ~~such~~stockholders ~~event,~~in ~~the~~which ~~rights~~we ~~will~~describe beour ~~worthless~~initial business combination.

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

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The amount of the marketing fee payable to I-Bankers will not be adjusted for any shares that are redeemed in connection with an initial business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure, or may incentivize us to structure a transaction whereby we issue shares to new investors and not to sellers of target businesses.

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

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

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would optimize value for our stockholders.

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

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.2510 per share, or less than such amount in certain circumstances.

We must complete our initial business combination within the combination period. We may not be able to find a suitable target business and complete our initial business combination within such time period. Furthermore, our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including the impact of events such as the ~~war~~wars between Russia and the Ukraine, Israel and Hamas, as well as with Iran and its proxies in some of the other neighboring countries in the Middle East.

If we have not completed our initial business combination within such time 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 (which interest shall be net of taxes payable, and 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 liquidation 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. In such case, our public stockholders may only receive $10.2510 per share, and our rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.2510 per share on the redemption of their shares.

If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, or advisors, Biogas and the Representative and their respective affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, or advisors, Biogas and the Representative or respective their affiliates may purchase shares in ~~privately-negotiated transactions or in the open~~

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privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our ~~sponsor~~initial stockholders, directors, officers, or advisors, Biogas and the Representative and/or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or rights in such transactions. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders, directors, executive officers, or advisors, Biogas and the Representative and/or their affiliates purchase shares in privately-negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the 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 business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of a business combination that may not otherwise have been possible. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Permitted Purchases of our Securities” for a description of how our initial stockholders, directors, officers, or advisors, Biogas, the Representative and/or any of their affiliates will select which stockholders to purchase securities from in any private transaction.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. However, in the event we conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, if our initial stockholders, ~~the Representative,~~ directors, executive officers, advisors, Biogas, the Representative or their affiliates were to purchase shares ~~or warrants~~ from public stockholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

• the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s initial stockholders, ~~the Representative,~~ directors, officers, advisors, orBiogas, ~~their~~the Representative or ~~its~~their respective affiliates may purchase shares ~~or warrants~~ from public stockholders outside the redemption process, along with the purpose of such purchases;

• if the Company’s initial stockholders, ~~the Representative,~~ directors, officers, advisors, orBiogas, ~~their~~the Representative or ~~its~~their respective affiliates were to purchase shares ~~or warrants~~ from public stockholders, they would do so at a price no higher than the price offered through the Company’s redemption process;

• the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s initial stockholders, ~~the Representative,~~ directors, officers, advisors, orBiogas, ~~their~~the Representative or ~~its~~their respective affiliates would not be voted in favor of approving the business combination transaction;

• the Company’s initial stockholders, ~~the Representative,~~ directors, officers, advisors, orBiogas, ~~their~~the Representative or ~~its~~their respective affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items:

• the amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

• the purpose of the purchases by the Company’s initial stockholders, the Representative, directors, officers, advisors or their or its respective affiliates;

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• the impact, if any, of the purchases by the Company’s initial stockholders, the Representative, directors, officers, advisors or their or its respective affiliates on the likelihood that the business combination transaction will be approved;

• the identities of Company security holders who sold to the Company’s sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s initial stockholders, the Representative, directors, officers, advisors or their or its respective affiliates; and

• the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. See “Proposed Business — Business Strategy — Tendering stock certificates in connection with a tender offer or redemption rights.”

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

Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units sold in this offering will be immediately tradable. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

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

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation ~~will~~provides ~~provide~~ that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares sold in this offering (the “Excess Shares”). However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our business combination. And as a result, you will continue to hold that number of shares equal to or exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

38Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our rights will expire worthless.

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

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~~Because~~stock redeemed and, in the event we seek stockholder approval of our ~~limited~~business ~~resources~~combination, ~~and~~we make purchases of our common stock, the ~~significant~~resources ~~competition~~available to us for our initial business combination ~~opportunities,~~will itpotentially ~~may~~ be ~~more~~reduced. ~~difficult~~Any ~~for~~of these obligations may place us toat ~~complete~~a ~~our~~competitive ~~initial~~disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only ~~approximately~~their ~~$10.25~~pro ~~per~~rata ~~share,~~portion of the funds in the trust account that are available for distribution to public stockholders on ~~our~~the ~~redemption,~~liquidation ~~and~~of our ~~rights~~trust account and ~~warrants~~our rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

WeIf expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement ~~warrants,~~units ~~our~~not ~~ability~~being toheld ~~compete~~in ~~with respect to~~ the ~~acquisition~~trust ofaccount ~~certain target businesses that~~ are ~~sizable~~insufficient ~~will~~to beallow ~~limited~~us ~~by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated~~ to ~~pay~~operate ~~cash~~ for ~~the~~at ~~shares~~least ~~of common stock redeemed and, in~~ the ~~event~~duration ~~we seek stockholder approval~~ of ~~our~~the ~~business~~ combination period, we ~~make~~may ~~purchases~~be ofunable ~~our common stock, the resources available~~ to uscomplete ~~for~~ our initial business combination, ~~will potentially be reduced. Any of these obligations may place us at a competitive disadvantage~~ in ~~successfully~~which ~~negotiating~~case ~~a business combination. If we are unable to complete~~ our ~~initial business combination, our~~ public stockholders may ~~receive~~ only ~~approximately~~receive $10.2510 per share, onor ~~the~~less ~~liquidation~~than ofsuch ~~our~~amount ~~trust~~in ~~account~~certain circumstances, and our rights ~~and warrants~~ will expire worthless. ~~In certain circumstances, our public stockholders may receive less than $10.25 per share upon our liquidation.~~

IfThe ~~the~~funds ~~net~~available ~~proceeds~~to us outside of ~~this~~the ~~offering~~trust ~~and~~account may not be sufficient to allow us to operate for at least the ~~sale~~duration of the ~~private~~combination ~~placement~~period, ~~warrants~~assuming that our initial business combination is not ~~being~~completed ~~held~~during inthat time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account ~~are~~will ~~insufficient~~be sufficient to allow us to operate for at least the duration of the combination period; however, we ~~may~~cannot beassure ~~unable~~you that our estimate is accurate. Of the funds available to ~~complete~~us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our ~~initial~~search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, inalthough ~~which~~we ~~case~~do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only ~~receive~~approximately $10.2510 per share, oron ~~less~~the ~~than~~liquidation ~~such~~of ~~amount~~our intrust ~~certain~~account ~~circumstances,~~ and our rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

~~The~~If ~~funds~~the ~~available~~net toproceeds ~~us outside~~ of ~~the~~this ~~trust~~offering ~~account~~and ~~may not be sufficient to allow us to operate for at least~~ the ~~duration~~sale of the ~~combination~~private ~~period,~~placement ~~assuming~~units ~~that our initial business combination is~~ not ~~completed~~being ~~during~~held ~~that~~in ~~time. We believe that, upon~~ the ~~closing of this offering, the funds available to us outside of the~~ trust account ~~will~~are ~~be sufficient to allow us to operate for at least the duration of the combination period; however~~insufficient, weit ~~cannot assure you that our estimate is accurate. Of the funds available to us, we~~ could ~~use~~limit ~~a portion of~~ the ~~funds~~amount available to usfund ~~to pay fees to consultants to assist us with~~ our search for a target business. ~~We could also use a portion of the funds as a down payment~~ or ~~to fund a “no-shop” provision (a provision in letters of intent designed to keep target~~ businesses ~~from~~and ~~“shopping”~~complete ~~around~~our ~~for~~initial ~~transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed~~ business combination, ~~although~~and we dowill ~~not~~depend ~~have~~on ~~any~~loans ~~current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity~~ from aour ~~target~~initial ~~business~~stockholders ~~and~~or ~~were~~management ~~subsequently~~team ~~required~~ to ~~forfeit~~fund ~~such funds (whether as a result of~~ our ~~breach or otherwise)~~search, ~~we might not have sufficient funds~~ to ~~continue~~pay ~~searching~~our ~~for,~~taxes orand ~~conduct due diligence with respect~~ to, ~~a target business. If we are unable to~~ complete our ~~initial~~ business combination~~, our public stockholders may receive only approximately $10~~.25 per share on the liquidation of our trust account and our rights and warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.25 per share upon our liquidation.

IfOf the net proceeds of this offering and the sale of the private placement ~~warrants~~units, only approximately $1,520,000 will be available to us initially outside the trust account to fund our working capital requirements after the payment of expenses relating to this offering and the payment of liability insurance premiums for D&O insurance. In the event that our offering expenses exceed our estimate of $900,000, we may fund such excess with funds not ~~being~~to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are ~~insufficient~~less than our estimate, itthe ~~could~~amount ~~limit~~of funds we intend to be held outside the trust account would increase by a corresponding amount. ~~available~~If we are required to ~~fund~~seek additional capital, we would need to borrow funds from our ~~search~~initial ~~for~~stockholders, amanagement ~~target~~team ~~business~~or other third parties to operate or ~~businesses~~may ~~and~~be ~~complete~~forced to liquidate. None of our initial stockholders, members of our management team or any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. ~~and~~Up weto ~~will~~$1,500,000 ~~depend~~of onsuch working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. We do not expect to seek loans from parties other than our initial stockholders or ~~management~~an ~~team~~affiliate of our initial stockholders as we do not believe third parties will be willing to ~~fund~~loan ~~our~~such ~~search,~~funds and provide a waiver against any and all rights to ~~pay~~seek access to funds in our ~~taxes~~trust ~~and~~account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.10 per share on our redemption of our public shares, and our rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.10 per share upon our liquidation.

Of the net proceeds of this offering and the sale of the private placement warrants, only approximately $950,000 will be available to us initially outside the trust account to fund our working capital requirements after the payment of expenses relating to this offering and the payment of liability insurance premiums for D&O insurance. In the event that our offering expenses exceed our estimate of $700,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow funds from our initial stockholders, management team or other 46

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~~third~~The ~~parties~~grant toof ~~operate~~registration orrights ~~may be forced~~ to ~~liquidate. None of~~ our initial stockholders, ~~members of our management team or any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside~~ the ~~trust~~Representative ~~account~~and orholders ~~from funds released to us upon completion~~ of our ~~initial business combination. Up to $1,500,000 of such working capital loans may be convertible into~~ private placement~~-equivalent warrants~~ atunits amay ~~price~~make ofit ~~$1.00~~more ~~per~~difficult ~~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 of the underlying warrants. We do not expect to seek loans from parties other than our initial stockholders or an affiliate of our initial stockholders 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. If we are unable to complete our initial business combination ~~because we do not have sufficient funds available to us~~, ~~we will be forced to cease operations~~ and ~~liquidate~~ the ~~trust~~future ~~account.~~exercise ~~Consequently,~~of ~~our~~such ~~public~~rights ~~stockholders~~ may ~~only~~adversely ~~receive~~affect ~~approximately~~the ~~$10.25~~market ~~per~~price ~~share on our redemption~~ of our ~~public~~common ~~shares, and our rights and warrants will expire worthless~~stock. ~~In certain circumstances, our public stockholders may receive less than $10.25 per share upon our liquidation.~~

~~The~~Pursuant ~~grant~~to an agreement to be entered into concurrently with the issuance and sale of ~~registration~~the ~~rights~~securities toin this offering, our initial stockholders and their permitted transferees can demand that we register their shares of our common stock at the time of our initial business combination. In addition, holders of our private placement units and their permitted transferees can demand that we register the private placement units (and the shares of common stock underlying the private placement units) and Representative Shares and Representative Warrants (as applicable), and holders of ~~our~~securities that may be issued upon conversion of working capital loans may demand that we register such private placement ~~warrants~~equivalent units or the common stock underlying such units. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may ~~make~~have itan ~~more~~adverse ~~difficult~~effect toon ~~complete~~the market price of our common stock. In addition, the existence of the registration rights may make our initial business combination, ~~and~~more ~~the~~costly ~~future~~or ~~exercise~~difficult to conclude. This is because the stockholders of ~~such~~the ~~rights~~target business may ~~adversely~~increase ~~affect~~the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our common stock that is expected when the common stock owned by our initial stockholders, the Representative, holders of our private placement units or holders of our working capital loans or their respective permitted transferees are registered.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholders and their permitted transferees can demand that we register their shares of our common stock at the time of our initial business combination. In addition, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the shares of common stock issuable upon exercise of the private placement warrants and Representative Warrants (as applicable), and holders of securities that may be issued upon conversion of working capital loans may demand that we register such warrants or the common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our common stock that is expected when the common stock owned by our initial stockholders, the Representative, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

We may issue additional shares of common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination, and any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation will authorize the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share. Immediately after this offering, there will be 6985,~~400~~565,~~000~~300 (assuming that the underwriters have not exercised the underwriters’ over-allotment option) authorized but unissued shares of common stock available for issuance, which amount takes into account shares of common stock reserved for issuance upon exercise of outstanding rights and ~~exercise~~the ofRepresentative ~~outstanding warrants~~Warrants. Immediately after this offering, there will be no shares of preferred stock issued and outstanding.

We may issue a substantial number of additional shares of common stock, and may issue shares of preferred stock, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination (although our amended and restated certificate of incorporation ~~will~~provides ~~provide~~ that we may not issue securities that can vote with common stockholders on matters related to our pre-business combination activity). The price at which we issue any shares may be lower than the price you paid for the units in this offering or at a price lower than the trading price of our common stock at the time we commit to such issuance or at the actual issuance of such shares. However, our amended and restated certificate of incorporation ~~will provide~~provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. However, our sponsor, directors, officers, Biogas and the Representative have agreed pursuant to a written agreement with us, ~~executive~~that ~~officers~~they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. The issuance of additional shares of common or preferred stock:

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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 (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. The issuance of additional shares of common or preferred stock:

• may significantly dilute the equity interest of investors in this offering;

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

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

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

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time period in which the Company must consummate its initial business combination. We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business combination.

Certain agreements related to this offering may be amended without stockholder approval.

Certain agreements, including the underwriting agreement relating to this offering, the investment management trust agreement between us and Continental Stock Transfer & Trust Company, the letter agreement and the registration rights agreement among us and our initial stockholders, the holders of the private placement ~~warrants~~units, executive officers and directors, may be amended without stockholder approval. These agreements contain various provisions that our public stockholders might deem to be material. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

We may amend the terms of the rights in a manner that may be adverse to holders of rights with the approval by the holders of a majority of the then outstanding rights.

Our rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us (the “Rights Agreement”). The Rights Agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then outstanding rights to make any change that adversely affects the interests of the registered holders of rights. Accordingly, we may amend the terms of the rights in a manner adverse to a holder if holders of a majority of the then outstanding rights approve of such amendment

Although our ability to amend the terms of the rights with the consent of a majority of the then outstanding rights is unlimited, examples of such amendments could be amendments to, among other things, adjust the conversion ratio of the rights.

41If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, 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, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a

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Wewaiver ~~may~~if ~~amend~~management ~~the~~believes ~~terms~~that ofsuch ~~the~~third ~~warrants~~party’s inengagement awould ~~manner~~be ~~that~~significantly ~~may~~more bebeneficial ~~adverse~~ to ~~holders~~us than any alternative. We are not aware of ~~public~~any ~~warrants~~product ~~with~~or ~~the~~service ~~approval~~providers bywho ~~the~~have ~~holders~~not ofor awill ~~majority~~not ofprovide such waiver other than the ~~then~~underwriters ~~outstanding~~of ~~public~~this ~~warrants~~offering.

~~Our~~Examples ~~warrants~~of ~~will~~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 ~~issued~~significantly insuperior ~~registered~~to ~~form~~those ~~under~~of other consultants that would agree to execute a ~~warrant~~waiver ~~agreement~~or ~~between~~in ~~Continental~~cases ~~Stock~~where ~~Transfer &~~management ~~Trust~~is ~~Company,~~unable asto ~~warrant~~find ~~agent,~~a ~~and~~service usprovider ~~(the~~willing ~~“Warrant~~to ~~Agreement”)~~execute a waiver. ~~The~~In ~~Warrant~~addition, ~~Agreement~~there ~~provides~~is no guarantee that ~~the~~such ~~terms~~entities ofwill ~~the~~agree ~~warrants~~to ~~may~~waive beany ~~amended~~claims ~~without~~they may have in the ~~consent~~future as a result of, ~~any~~or ~~holder~~arising toout ~~cure~~of, any ~~ambiguity~~negotiations, contracts or ~~correct~~agreements with us and will not seek recourse against the trust account for any ~~defective~~reason. ~~provision~~Upon redemption of our public shares, ~~but~~if ~~requires~~we are unable to complete our business combination within the ~~approval~~prescribed bytimeframe, or upon the ~~holders~~exercise of a ~~majority~~redemption ofright ~~the~~in ~~then~~connection ~~outstanding~~with ~~public~~our ~~warrants~~business combination, we will be required to ~~make~~provide ~~any~~for ~~change~~payment of claims of creditors that ~~adversely~~were ~~affects~~not waived that may be brought against us within the ~~interests~~10 years offollowing redemption. Accordingly, the ~~registered~~per-share redemption ~~holders~~amount ofreceived by public ~~warrants~~stockholders could be less than the $10.10 ~~Accordingly,~~per weshare ~~may~~initially ~~amend~~held in the ~~terms~~trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the ~~public~~extent ~~warrants~~any inclaims by a ~~manner~~vendor ~~adverse~~for services rendered or products sold to us, or a ~~holder~~prospective iftarget ~~holders~~business ofwith which we have discussed entering into a ~~majority~~transaction ofagreement, reduce the ~~then~~amount ~~outstanding~~of ~~public~~funds ~~warrants~~in ~~approve~~the oftrust ~~such~~account ~~amendment~~to below (i) $10.10 ~~Although~~per ~~our~~public ~~ability~~share toor ~~amend~~(ii) such ~~the~~lesser ~~terms~~amount ofper public share held in the ~~public~~trust ~~warrants~~account ~~with~~as of the ~~consent~~date of athe ~~majority~~liquidation of the ~~then~~trust ~~outstanding~~account ~~public~~due ~~warrants~~to isreductions ~~unlimited~~in the value of the trust assets, ~~examples~~in each case net of ~~such~~the ~~amendments~~interest ~~could~~which may be ~~amendments~~withdrawn to pay taxes, ~~among~~except ~~other~~as ~~things,~~to ~~increase~~any claims by a third party who executed a waiver of any and all rights to seek access to the ~~exercise~~trust ~~price~~account and except as to any claims under indemnity of the ~~warrants~~underwriters of this offering against certain liabilities, ~~shorten~~including liabilities under the ~~exercise~~Securities ~~period~~Act. orMoreover, ~~decrease~~in the ~~number~~event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of ~~shares~~any liability for such third party claims. We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor’s only assets are securities of our ~~common~~Company. ~~stock~~Therefore, ~~purchasable~~we ~~upon~~cannot ~~exercise~~assure you that our sponsor would be able to satisfy those obligations. None of aour ~~warrant~~officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. We may not redeem the warrants when a holder may not exercise such warrants. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.25 per share.

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. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.25 per share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business

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with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.25 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

A provision of our Warrant Agreement may make it more difficult for us to consummate an initial business combination.

If (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or its affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the newly issued price. This may make it more difficult for us to consummate an initial business combination with a target business.

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

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.2510 per share or (ii) other than due to the failure to obtain a waiver from a vendor waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.2510 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

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

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and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

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

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

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

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption

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of ~~distributions received by them (but no more) and any liability of~~ our ~~stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our~~ public ~~stockholders upon the redemption of our public~~ shares in the event we do not complete our initial business combination within the combination period is not considered a liquidation 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 liquidation distribution.

We may seek acquisition opportunities in companies that may be outside of our management’s areas of expertise.

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our Company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.2510 per share on the liquidation of our trust account and our rights ~~and warrants~~ will expire worthless. In certain circumstances, our public stockholders may receive less than $10.2510 per share upon our liquidation.

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

Unless we complete our business combination with an affiliated entity, or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying for a target is fair to our Company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

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Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.2510 per share on the liquidation of our trust account and our rights ~~and warrants~~ will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.2510 per share on the liquidation of our trust account and our rights ~~and warrants~~ will expire worthless. In certain circumstances, our public stockholders may receive less than $10.2510 per share upon our liquidation.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public ~~Company~~company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

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

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers and directors which may raise potential conflicts of interest.

In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers and directors. ~~Our~~Certain of our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business — Effecting our initial business combination — Selection of a target business and structuring of our initial business combination” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an ~~opinion from an independent investment banking firm, or from an independent accounting firm, regarding the fairness~~

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opinion from an independent investment banking firm, or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

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

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

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

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

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

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

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

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

We do not have a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.

Our amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than ~~$5,000,001~~an ~~both~~amount ~~immediately~~required ~~before and after the consummation of our initial business combination (such that we become subject~~ to ~~the~~satisfy ~~SEC’s~~a ~~“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. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately-negotiated agreements to sell their shares to our initial stockholders, including our officers or directors, or their advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

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

Although we believe that the net proceeds of this offering and the sale of the private placement ~~warrants~~units will be sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement ~~warrants~~units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek

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that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our business combination. If we are unable to complete our initial business combination, our public stockholders may only receive approximately $10.2510 per share on the liquidation of our trust account, and our rights ~~and warrants~~ will expire worthless. In certain circumstances our public stockholders may receive less than $10.2510 per share upon our liquidation.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

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

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, ~~rights,~~ or ~~warrants~~rights, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our business combination within the combination period, subject to applicable law and as further described herein. Stockholders who do not exercise their rights to the funds in connection with an amendment to our certificate of incorporation would still have rights to the funds in connection with a subsequent business combination. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, ~~rights,~~ or ~~warrants~~rights, potentially at a loss.

We may not hold an annual meeting of stockholders until after our consummation of a business combination and you will not be entitled to any of the corporate protections provided by such a meeting.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with a Company’s bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus, we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Until we hold an annual meeting of stockholders, public stockholders may not be afforded the opportunity to discuss Company affairs with management. Accordingly, you may not have any say in the management of our Company prior to the completion of an initial business combination.

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

Our amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing, our amended and restated certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Risks Relating to the Post-Business Combination Company

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

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though

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~~previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though~~ these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

Although we expect to focus our search for a target business on entities in the ~~alternative~~WTE ~~energy~~ industry, we may seek to complete a business combination with an operating company in any industry or sector. However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our business combination with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’ operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

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

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

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

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

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

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

• our inability to pay dividends on our common stock;

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

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

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

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt; and

• other disadvantages compared to our competitors who have less debt.

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

If we effect our initial business combination with a company with operations or opportunities outside of the U.S., we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

• higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

• rules and regulations regarding currency redemption;

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

• tariffs and trade barriers;

• regulations related to customs and import/export matters;

• local or regional economic policies and market conditions;

• unexpected changes in regulatory requirements;

• longer payment cycles;

• tax issues, such as tax law changes and variations in tax laws as compared to the U.S.;

• currency fluctuations and exchange controls;

• rates of inflation;

• challenges in collecting accounts receivable;

• cultural and language differences;

• employment regulations;

• underdeveloped or unpredictable legal or regulatory systems;

• corruption;

• protection of intellectual property;

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• social unrest, crime, strikes, riots, civil disturbances, regime changes, political upheaval, terrorist attacks, natural disasters and wars;

• deterioration of political relations with the U.S.; and

• government appropriation of assets.

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

Risks Relating to our Sponsor and Management Team

If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

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

Past performance by our management team, including investments and transactions which they have participated in and businesses with which they have been associated, may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team is presented for informational purposes only. Any past experience and performance of our management team is not a guarantee either: (a) that we will be able to successfully identify a suitable candidate for our initial business combination; or (b) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our management team’s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our stockholders may experience losses on their investment in our securities.

We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed our business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

We may approve an amendment to the letter agreement that would allow our sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units or membership interests in our sponsor in a transaction in which the sponsor removes itself as our sponsor, before identifying a business combination, which would likely result in our loss of certain key personnel.

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restricts transfers of our founder shares and private placement units until following our initial business combination, may be amended or modified with our written consent as well as the written consent of the sponsor, our directors and officers and the other parties to the letter agreement. The underwriting agreement also requires the written consent of I-Bankers, as the representative of the underwriters, for an amendment to the letter agreement. We may approve an amendment to the letter agreement that would allow the sponsor to directly, or members of our sponsor to indirectly, transfer founder shares and private placement units or membership interests in our sponsor in a transaction in which the sponsor removes itself as our sponsor before identifying a business combination. As a result, there is a risk that our sponsor and our officers and directors may divest their ownership or economic interests in us or in our sponsor, which would likely result in our loss of certain key personnel, including Christopher Yurko. There can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination.

The letter agreement with our sponsor, officers and directors may be amended without stockholder approval.

The letter agreement to be entered into with us by our sponsor, officers and directors, which contains provisions relating to transfer restrictions of our founder shares and private placement units, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account, may be amended or modified with our written consent as well as the written consent of the sponsor, our directors and officers and the other parties to the letter agreement. The underwriting agreement also requires the written consent of I-Bankers, as the representative of the underwriters, for an amendment to the letter agreement. While we do not expect our board to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendment to the letter agreement would not require approval from our stockholders and may have an adverse effect on the value of an investment in our securities.

The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel.

Our sponsor is a limited liability company of which Christopher Yurko, our Chairman and Chief Executive Officer, and Further Lane Capital Georgia LLC, of which Michael Gavenchak is the managing member, are the managing members. Messrs. Yurko and Gavenchak share voting and investment discretion with respect to the founder shares held of record by the sponsor and all our officers and directors have individual economic interests in our sponsor. Our sponsor and our directors and officers are subject to a lock-up agreement which restricts Transfers of founder shares until following our initial business combination. Consequently, unless the sponsor Transfers founder shares to a director, officer or any other individual or entity pursuant to an exception to the lock-up agreement, the founder shares will continue to be owned by the sponsor until the expiration of the lock-up agreement following the consummation of our initial business combination. Our sponsor’s operating agreement prohibits Transfers of membership interests prior to our initial business combination, without the consent of the managers. See “Principal Stockholders — Transfers of Founder Shares, Private Placement Units and Underlying Securities.” As the managers of the sponsor, Messrs. Yurko and Gavenchak (as the managing member of Further Lane Capital Georgia LLC) may consent to Transfers of membership interests prior to the consummation of our initial business combination. As a result, there is a risk that our sponsor (or Messrs. Yurko and Gavenchak) may divest its (or their or our officers’ and directors’) ownership or economic interests in us or in the sponsor before a business combination target is identified, which would likely result in the Company’s loss of certain key personnel, including Mr. Yurko. Additionally, there can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we

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cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

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

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

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Management — Directors, Director Nominees and Executive Officers.”

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

Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. ~~Our~~Certain of our executive officers and directors are, or may in the future become, affiliated with entities that are engaged in business activities similar to those intended to be conducted by us following our initial business combination. See a description of our executive officers’ and directors’ current affiliations under the headings “Management” and “Management — Conflicts of Interest” below.

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

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For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management — Directors, Director Nominees and Executive Officers,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

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

The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.

We are offering our units at an offering price of $10.00 per unit and the amount in our trust account is initially anticipated to be $10.2510 per public share without taking into account any interest earned on such funds or additional funds, if any, deposited into the trust account in connection with extensions of the period of time to consummate a business combination (as described in more detail in this prospectus), implying an initial value of $10.2510 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.009 per share after giving effect to the surrender of 876,875 founder shares in connection with a reduction in the units offered in this Offering. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares. For example, the following table shows the dilutive effect of the founder shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that our equity value at that time is $9997,~~000~~500,000, which is the amount we would have for our initial business combination in the trust account after payment of $3,500,000 of the marketing fee, assuming the underwriters’ over-allotment option is not exercised, no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private placement ~~warrants~~units. At such valuation, each of our shares of common stock would have an implied value of $76.1775 per share upon consummation of our initial business combination, which would be a 3033.0117% decrease as compared to the initial implied value per public share of $10.2510 (the initial per share redemption price).

Public shares		10,000,000
Founder shares		2,500,000
Private Placement Shares		577,000
Representative Shares		300,000
Shares underlying Rights		1,000,000
Shares underlying Rights (including Rights underlying private placement units)		1,057,700
Total shares		1314,~~800~~434,~~000~~700
Total funds in trust available for initial business combination (less the marketing fee)	$	9997,~~000~~500,000
Initial implied value per public share	$	10.2510
Implied value per share upon consummation of initial business combination	$	76.1775

Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.009 per founder share after giving effect to the surrender of 876,875 shares in connection with a reduction on the units offered in this offering. As a result of this low initial price, our sponsor, its affiliates and our management team and advisors stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public stockholders.62

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~~with~~Our sponsor paid an ~~acquisition~~aggregate ~~target~~of ~~that~~$25,000 ~~subsequently~~for ~~declines~~the infounder ~~value~~shares, or isapproximately ~~unprofitable~~$0.009 ~~for~~per ~~our~~founder ~~public~~share ~~stockholders.~~after ~~Thus,~~giving ~~such~~effect ~~parties~~to ~~may~~the ~~have~~surrender ~~more~~ of an876,875 ~~economic~~shares ~~incentive~~in ~~for~~connection uswith toa ~~enter~~reduction ~~into~~on anthe ~~initial~~units ~~business~~offered ~~combination~~in ~~with~~this offering. As a ~~riskier,~~result ~~weaker-performing or~~of ~~financially~~this ~~unstable~~low ~~business~~initial price, orour ansponsor, ~~entity~~its ~~lacking~~affiliates anand ~~established~~our ~~record~~management ofteam ~~revenues~~and oradvisors ~~earnings,~~stand ~~than~~to ~~would~~make bea ~~the~~substantial ~~case~~profit even if ~~such~~an ~~parties~~initial ~~had~~business ~~paid~~combination ~~the~~subsequently ~~full~~declines ~~offering~~in ~~price~~value or is unprofitable for ~~their~~our ~~founder~~public ~~shares~~stockholders.

As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team and advisors could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

Since our initial stockholders, including our sponsor, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

Assuming the underwriters’ do not exercise their over-allotment option, upon the closing of this offering, our sponsor will hold 2,500,000 founder shares (after the forfeiture of 375,000 shares) purchased for an aggregate purchase price of $25,000, or approximately $0.009 per share after giving effect to the surrender of 876,875 shares in connection with a reduction on the units offered in this offering. Certain members of our management team also have a financial interest in our sponsor. The founder shares held by our sponsor will be worthless if we do not complete an initial business combination. The personal and financial interests of our sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the end of the combination period nears, which is the deadline for our completion of an initial business combination.

Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Upon the closing of this offering, our sponsor will own approximately 20% of our issued and outstanding shares of common stock (excluding the private placement shares and the Representative Shares and assuming they do not purchase units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our sponsor purchases any units in this offering or additional shares of common stock in the aftermarket or in privately-negotiated transactions, this would increase its influence.

Our sponsor paid an aggregate of $25,000, or approximately $0.009 per founder share after giving effect to the surrender of 876,875 shares in connection with a reduction on the units offered in this offering, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

The difference between the public offering price per share (allocating all of the unit purchase price to the common stock and none to the right ~~and warrant~~ included in the unit) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor purchased the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the rights ~~and warrants~~ included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 89104.0% (or $810.9040 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $1(0.1040) and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of common stock on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our common stock.

Since our initial stockholders, including our sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.63

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~~There~~Since isour noinitial ~~cap~~stockholders, orincluding ~~ceiling~~our onsponsor, ~~the~~executive ~~reimbursement~~officers ofand ~~out-of-pocket expenses~~directors ~~incurred~~will innot ~~connection~~be ~~with~~eligible ~~activities~~to onbe ~~our~~reimbursed ~~behalf.~~for ~~These~~their out-of-pocket ~~financial~~expenses ~~interests~~if of our ~~sponsor,~~business ~~executive~~combination ~~officers~~is ~~and~~not ~~directors~~completed, ~~may~~a ~~influence~~conflict ~~their~~of ~~motivation~~interest inmay ~~identifying~~arise ~~and~~in ~~selecting~~determining whether a ~~target~~particular business combination ~~and~~target ~~completing~~is anappropriate for our initial business combination.

At the closing of our initial business combination, our sponsor, executive officers and directors, or any of their respective affiliates, 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 cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our sponsor, executive officers and directors, may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.

Risks Relating to Our Securities

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

We ~~intend~~have toapplied ~~apply~~ to have our units listed on Nasdaq on or promptly after the date of this prospectus and our common stock, ~~rights,~~ and ~~warrants~~rights listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. We cannot assure you that we will be able to meet those initial listing requirements at that time.

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

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

You will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying common stock or certain exemptions are available.

If the issuance of the common stock upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. While we have registered the common stock issuable upon exercise of the warrants under the Securities Act as part of the registration statement of which this prospectus forms a part, we do not plan on keeping a prospectus current until required to pursuant to the Warrant Agreement. Pursuant to the terms of the Warrant Agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating to the common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to such shares of common stock until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our

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option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of common stock included in the units. We may not redeem the warrants when a holder may not exercise such warrants. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private placement warrants may be able to exercise such private placement warrants.

Holders of rights will not have redemption rights.

If we are unable to complete an initial business combination within the required time period and we redeem the funds held in the trust account, the rights will expire and holders will not receive any of the amounts held in the trust account in exchange for such rights.

We have no obligation to net cash settle the rights.

In no event will we have any obligation to net cash settle the rights. Accordingly, the rights may expire worthless.

Our rights ~~and warrants~~ may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our initial business combination.

We will be issuing rights that convert into 1,000,000 shares of our common stock (or up to 1,150,000 shares of common stock if the underwriters’ over-allotment option is exercised in full) ~~and warrants to purchase 10,000,000 shares of our common stock (or up to 11,500,000 shares of common stock if the underwriters’ over-allotment option is exercised in full)~~ as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing ~~an aggregate of 6,500,000 warrants (or 7,175,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant in a~~ private placement to certain investors unaffiliated with us, our directors or officers, or our sponsor. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be convertible, at the option of the lender, into private placement warrants at a price of $1.00 per warrant of the post business combination entity. To the extent we issue shares of common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of common stock upon conversion of the rights orwhich exercise of the warrants could make us a less attractive acquisition vehicle to a target business. Such rights and warrants, if and when exercised, would increase the number of issued and outstanding shares of our common stock and reduce the value of the shares of common stock issued to complete the business combination. Therefore, our rights and warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

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convert into 57,700 shares of common stock (or 622,000 private placement rights which convert into 62,200 shares of common stock if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit in a private placement to Biogas and the Representative. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be convertible, at the option of the lender, into private placement equivalent units at a price of $10.00 per unit of the post business combination entity. To the extent we issue shares of common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of common stock upon conversion of the rights could make us a less attractive acquisition vehicle to a target business. Such rights, if and when converted, would increase the number of issued and outstanding shares of our common stock and reduce the value of the shares of common stock issued to complete the business combination. Therefore, our rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the aggregate value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than your anticipated per share redemption amount.

The funds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government obligations. While short-term U.S. government treasury bills currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the U.S. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, not released to us, net of taxes payable. Negative interest rates could impact the per share redemption amount that may be received by public stockholders.

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The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the rights ~~and warrants~~ were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with the Representative, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the common stock, ~~rights,~~ and ~~warrants~~rights underlying the units, include:

• the history and prospects of companies whose principal business is the acquisition of other companies;

• prior offerings of those companies;

• our prospects for acquiring an operating business at attractive values;

• a review of debt to equity ratios in leveraged transactions;

• our capital structure;

• an assessment of our management and their experience in identifying operating companies;

• general conditions of the securities markets at the time of this offering; and

• other factors as were deemed relevant.

Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.

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There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

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

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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

General Risks

We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We have no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

~~Due to our limited financial resources and liquidity concerns there is substantial doubt about our ability to continue as a “going concern.”~~66

AsTable of December 31, 2022, we had cash of $4,664 and a working capital deficiency of $113,615. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.Contents

~~Rising~~Due ~~inflation~~to ~~may~~our ~~result~~limited infinancial ~~increased~~resources ~~costs of operations~~ and ~~negatively~~liquidity ~~impact the credit and securities markets generally~~concerns, ~~which~~there ~~could~~is ~~have~~substantial adoubt ~~material~~about ~~adverse effect on~~ our ~~results~~ability ofto ~~operations~~continue ~~and~~as ~~the~~a ~~market~~“going ~~price of our common stock~~concern.”

~~Inflation~~As ~~has~~of ~~accelerated~~June in30, ~~the~~2024, ~~U.S~~we ~~and~~had ~~globally~~cash ~~due~~of in$628 ~~part~~and toa ~~global~~working ~~supply~~capital ~~chain~~deficiency ~~issues~~of $(486,977). ~~the Ukraine-Russia war~~Further, awe ~~rise~~have inincurred ~~energy prices,~~ and ~~strong~~expect ~~consumer~~to ~~demand as economies~~ continue to ~~reopen~~incur ~~from~~significant ~~restrictions~~costs ~~related~~in topursuit ~~the~~of ~~COVID-19~~our ~~pandemic.~~financing Anand ~~inflationary~~acquisition ~~environment~~plans. ~~can~~Management’s ~~increase~~plans ~~our~~to ~~cost~~address ofthis ~~labor,~~need asfor ~~well~~capital asthrough ~~our~~this ~~other~~offering ~~operating~~are ~~costs,~~discussed ~~which~~in ~~may~~the ~~have~~section aof ~~material~~this ~~adverse~~prospectus ~~impact~~titled on“Management’s ~~our~~Discussion ~~financial~~and ~~results.~~Analysis Inof ~~addition,~~Financial ~~economic~~Condition ~~conditions~~and ~~could~~Results ~~impact~~of ~~and~~Operations.” ~~reduce~~We ~~the~~cannot ~~number~~assure ofyou ~~customers~~that ~~who~~our ~~purchase~~plans ~~our~~to ~~products~~raise capital or ~~services~~to asconsummate ~~credit~~an ~~becomes~~initial ~~more~~business ~~expensive~~combination orwill ~~unavailable~~be successful. ~~Although~~These ~~interest~~factors, ~~rates~~among ~~have~~others, ~~increased~~raise ~~and~~substantial ~~are~~doubt ~~expected~~about our ability to ~~increase~~continue ~~further,~~as ~~inflation~~a ~~may~~going ~~continue~~concern. ~~Further,~~The ~~increased~~financial ~~interest~~statements ~~rates~~contained ~~could~~elsewhere ~~have~~in athis ~~negative~~prospectus ~~effect~~do onnot ~~the~~include ~~securities~~any ~~markets~~adjustments ~~generally~~that ~~which~~might ~~may,~~result infrom ~~turn,~~our ~~have~~inability ato ~~material~~consummate ~~adverse~~this ~~effect~~offering onor ~~the~~our ~~market~~inability ~~price~~to ofcontinue ~~our~~as ~~common~~a ~~stock~~going concern.

Increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

Increases in inflation in the United States and elsewhere may be leading to increased price volatility in publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate a business combination.

An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.

An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit ~~among~~between the share of common stock, the right, ~~and the warrant~~ included in each unit could be challenged by the Internal Revenue Service (the “IRS”) or the courts. It is unclear whether the redemption rights with respect to our shares of common stock suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of common stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes. See the section titled “United States Federal Income Tax Considerations” for a summary of certain material U.S. federal income tax consequences of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

60Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by current global geopolitical conditions resulting from the wars between Russia and Ukraine, Israel and Hamas, as well as with Iran and its proxies in some of the other neighboring countries in the Middle East.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the wars between Russia and Ukraine, Israel and Hamas, as well as with Iran and its proxies in some of the other neighboring countries in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The wars between Russia and Ukraine, Israel and Hamas, as well as with Iran and its proxies in some of the other neighboring countries in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

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~~courts.~~Any ~~It is unclear whether the redemption rights with respect to our shares~~ of ~~common stock suspend~~ the ~~running~~abovementioned offactors, aor ~~U.S. holder’s holding period for purposes of determining whether~~ any ~~gain~~other ornegative ~~loss~~impact ~~realized by such holder~~ on the ~~sale~~global oreconomy, ~~exchange of common stock is long-term~~ capital ~~gain~~markets or ~~loss~~other ~~and~~geopolitical ~~for~~conditions ~~determining~~resulting ~~whether~~from ~~any~~the ~~dividend~~wars webetween ~~pay~~Russia ~~would~~and beUkraine, ~~considered~~Israel ~~“qualified~~and ~~dividends”~~Hamas, ~~for~~as ~~U.S. federal~~well ~~income~~as ~~tax~~with ~~purposes.~~Iran ~~See~~and ~~the~~its ~~section~~proxies ~~titled~~in ~~“United States~~some ~~Federal~~of ~~Income~~the ~~Tax~~other ~~Considerations”~~neighboring ~~for~~countries ain ~~summary~~the ofMiddle ~~certain~~East ~~material~~and ~~U.S. federal~~subsequent ~~income~~sanctions ~~tax~~or ~~consequences~~related ofactions, ancould ~~investment~~adversely inaffect our ~~securities.~~search ~~Prospective~~for ~~investors~~an ~~are~~initial ~~urged~~business tocombination ~~consult~~and ~~their~~any ~~tax~~target ~~advisors~~business with ~~respect~~which towe ~~these~~may ~~and~~ultimately ~~other~~consummate ~~tax~~an ~~consequences~~initial ~~when~~business ~~purchasing, holding or disposing of our securities~~combination.

~~Our~~The ~~search~~extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, ~~and~~or ~~any~~the operations of a target business with which we may ultimately consummate aan initial business combination, may be materially adversely affected ~~by the recent and ongoing military action between Russia and Ukraine~~.

OnWars ~~February 24,~~and ~~2022,~~other ~~Russian~~ military ~~forces~~actions ~~launched~~or aother ~~military~~conflicts ~~action~~ in Ukraine, ~~and sustained conflict and disruption in~~ the ~~region~~Middle isEast ~~likely.~~or ~~Although~~elsewhere ~~the~~may ~~length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict could~~ lead to ~~significant~~increased ~~market~~volume and ~~other~~price ~~disruptions, including significant~~ volatility infor ~~commodity~~publicly ~~prices~~traded ~~and supply of energy resources~~securities, ~~instability in financial markets, supply chain interruptions, political and social instability, changes in consumer~~ or ~~purchaser~~affect ~~preferences as well as increase in cyberattacks and espionage. Russia’s recognition of two separatist republics in~~ the ~~Donetsk~~operations ~~and~~or ~~Luhansk~~financial ~~regions~~condition of ~~Ukraine~~potential ~~and~~target ~~subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States~~companies, ~~the~~which ~~European~~could ~~Union,~~make ~~the~~it ~~United~~more ~~Kingdom,~~difficult ~~Canada,~~for ~~Switzerland,~~us ~~Japan~~to ~~and~~consummate ~~other~~an ~~countries~~initial ~~against~~business ~~Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic~~combination.

~~The~~Wars ~~situation~~and isother ~~rapidly~~military ~~evolving~~actions asor aother ~~result~~conflicts ~~of the conflict~~ in Ukraine, ~~and~~ the ~~United States,~~Middle ~~the~~East ~~European~~or ~~Union,~~elsewhere ~~the United Kingdom and other countries~~ may ~~implement~~lead ~~additional~~to ~~sanctions,~~increased ~~export~~volume ~~controls~~and orprice ~~other~~volatility ~~measures~~for ~~against~~publicly ~~Russia,~~traded ~~Belarus and other countries~~securities, ~~regions, officials, individuals~~ or ~~industries~~affect in the ~~respective~~operations ~~territories.~~or ~~Such~~financial ~~sanctions~~condition ~~and~~of ~~other~~potential ~~measures~~target companies, ~~as well as the existing~~ and ~~potential~~to ~~further~~other ~~responses~~company ~~from Russia~~ or ~~other countries to such sanctions~~industry-specific, ~~tensions and military actions~~national, ~~could~~regional ~~adversely~~or ~~affect~~international ~~the~~economic ~~global~~disruptions ~~economy~~ and ~~financial~~economic ~~markets~~uncertainty, ~~and~~any ~~could~~of ~~adversely~~which ~~affect~~could ~~our~~make ~~ability~~it tomore ~~search~~difficult for aus ~~business~~to ~~combination~~identify ora ~~finance such~~ business combination, ~~and~~target ~~the business, financial condition~~ and ~~results~~consummate ofan ~~operations~~initial ~~of any target~~ business ~~with~~combination ~~which~~on weacceptable ~~ultimately~~commercial ~~consummate~~terms, aor ~~business~~at ~~combination may be materially adversely affected~~all.

Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a business combination.

In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including assupply achain ~~result~~disruptions, of the ~~ongoing~~wars ~~COVID-19~~between ~~pandemic,~~Ukraine ~~supply~~and ~~chain~~Russia ~~disruptions,~~and in the ~~Ukraine-Russia~~Middle ~~conflict~~East, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession.

A significant downturn in economic activity, ~~particular affecting the real estate market,~~ may cause potential targets to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on their real estate development plans and related technologies.

We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and operating results and our ability to consummate a business combination could be adversely affected. For example, in January 2023, the outstanding national debt of the U.S. government reached its statutory limit. The U.S. Treasury Department has announced that, since then, it has been using extraordinary measures to prevent the U.S. government’s default on its payment obligations, and to extend the time that the U.S. government has to raise its statutory debt limit or otherwise resolve its funding situation. The failure by Congress to raise the federal debt ceiling could have severe repercussions within the U.S. and to global credit and financial markets. If Congress does not raise the debt ceiling, the U.S. government could default on its payment obligations, or experience delays in making payments when due. A payment default or delay by the U.S. government, or continued uncertainty surrounding the U.S. debt ceiling, could result in a variety of adverse effects for financial

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markets, market participants and U.S. and global economic conditions. In addition, U.S. debt ceiling and budget deficit concerns have increased the possibility a downgrade in the credit rating of the U.S. government and could result in economic slowdowns or a recession in the U.S. Although U.S. lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States as a result of disputes over the debt ceiling. The impact of a potential downgrade to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect economic conditions, as well as our business, financial condition, operating results and our ability to consummate a business combination.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this prospectus 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,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus 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 following this offering.

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

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USE OF PROCEEDS

We are offering 10,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement ~~warrants~~units will be used as set forth in the following table.

	Without Over-Allotment Option			Over-Allotment Option Exercised
Gross proceeds
Gross proceeds from units offered to public(1)	$	100,000,000		$	115,000,000
Gross proceeds from private placement warrants offered in the private placement		6,500,000			7,175,000
Gross proceeds from private placement units offered in the private placement		5,770,000			6,220,000
Total gross proceeds	$	~~106~~105,~~500~~770,000		$	~~122~~121,~~175~~220,000
Estimated Offering expenses
Underwriting discounts and commissions(2)		2,000,000			2,300,000
Legal fees and expenses		250,000			250,000
Nasdaq listing and filing fees		80,000			80,000
Printing expenses		35,000			35,000
Accounting fees and expenses		50250,000			50250,000
FINRA filing fees		4020,~~451~~614			4020,~~451~~614
SEC registration fees		2920,~~351~~530			2920,~~351~~530
Reimbursement of Underwriters’ legal fees and “road show” expenses		175,000			175,000
Miscellaneous		4068,~~198~~856			4068,~~198~~856
Total offering expenses (other than underwriting commissions)	$	~~700~~900,000		$	~~700~~900,000
Proceeds after offering expenses	$	~~103~~102,~~800~~870,000		$	~~119~~118,~~175~~020,000
Held in trust account	$	~~102~~101,~~500~~000,000		$	~~117~~116,~~875~~150,000
% of public offering size		~~102~~101.5000	%		~~102~~101.5000	%
Not held in trust account	$	1,~~300~~870,000		$	1,~~300~~870,000

The following ~~table~~tables shows the use of the ~~approximately $1,300,000 of~~ net proceeds not held in the trust account of approximately $1,870,000, assuming the underwriters’ over-allotment is not exercised.~~(3)~~

	Amount		% of Total
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination	$	~~500~~1,000,000	3853.5	%
Legal and accounting fees related to regulatory reporting obligations		~~100~~150,000	78.70	%
Payments to Acting Chief Financial Officer as compensation for his services ($10,000 per month for up to 15 months)		150,000	11.5	%
Payments to Acting Chief Financial Officer as compensation for his services ($10,000 per month for up to 21 months)		210,000	11.2	%
Nasdaq continued listing fees		75,000	54.80	%
D&O insurance		350,000	2618.97	%
Working capital to cover other miscellaneous expenses		~~125~~85,000	94.6	%
Total	$	1,~~300~~870,000	100.0	%

____________

(1) Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination.

(2) Upon completion of our initial business combination, $3,500,000, which constitutes the amount payable to the Representative for marketing services relating to our initial business combination (or up to $4,025,000 if the underwriters’ over-allotment option is exercised in full) will be paid to the Representative from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies for working capital. In addition, if the Representative introduces us to the target business with whom we complete our initial business combination, we will pay the Representative a fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 1.0% of the total consideration payable in the initial business combination.

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(3) These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and, as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for other expenses. InThe ~~addition,~~amount in ~~order~~the table above does not include interest available to ~~finance~~us ~~transaction~~from ~~costs~~the trust account. The proceeds held in ~~connection~~the ~~with~~trust anaccount ~~intended~~will ~~initial~~initially ~~business~~be ~~combination,~~invested ~~our~~only ~~sponsor~~in orU.S. angovernment ~~affiliate~~treasury obligations with a maturity of ~~our~~185 ~~sponsor~~days or ~~certain~~less ofor ~~our~~in ~~officers~~money ~~and~~market ~~directors~~funds ~~may,~~meeting ~~but~~certain ~~are~~conditions ~~not~~under ~~obligated~~Rule ~~to,~~2a-7 ~~loan~~under usthe ~~funds~~Investment asCompany ~~may~~Act bewhich ~~required~~invest only in direct U.S. Ifgovernment wetreasury ~~complete~~obligations; ~~our~~the ~~initial~~holding ~~business~~of ~~combination,~~these weassets ~~would~~in ~~repay~~this ~~such~~form ~~loaned~~is ~~amounts~~intended ~~out~~to ofbe temporary and for the ~~proceeds~~sole purpose of facilitating the ~~trust~~intended ~~account~~business ~~released~~combination. toTo ~~us.~~mitigate ~~Otherwise,~~the ~~such~~risk ~~loans~~that ~~would~~we might be ~~repaid~~deemed ~~only~~to ~~out~~be ofan ~~funds~~investment ~~held~~company ~~outside~~for purposes of the ~~trust~~Investment ~~account.~~Company InAct, which risk increases the ~~event~~longer that ~~our~~we ~~initial~~hold ~~business~~investments ~~combination~~in ~~does~~the ~~not~~trust ~~close~~account, we may, ~~use~~at aany ~~portion~~time (based on our management team’s ongoing assessment of all factors related to our potential status under the ~~working~~Investment ~~capital~~Company Act), instruct the trustee to liquidate the investments held ~~outside~~in the trust account and instead to ~~repay~~hold ~~such~~the ~~loaned~~funds ~~amounts~~in ~~but~~the notrust ~~proceeds~~account ~~from~~in ~~our~~cash ~~trust~~or in an interest bearing demand deposit account ~~would~~at bea ~~used~~bank. Additionally, when we determine to ~~repay~~hold ~~such~~the ~~loaned~~funds ~~amounts.~~in ~~The~~the ~~terms~~trust ofaccount ~~such~~as ~~loans,~~cash ifor ~~any,~~in ~~have~~demand ~~not~~deposit ~~been~~accounts ~~determined~~at ~~and~~a nobank ~~written~~(based ~~agreements~~on ~~exist~~our ~~with~~management ~~respect~~team’s ongoing assessment of all factors related to ~~such~~our ~~loans~~potential status under the Investment Company Act), the amount of interest we may receive would likely be less.

The rules of Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement ~~warrants~~units, $~~102~~101,~~500~~000,000 (or $~~117~~116,~~875~~150,000 if the underwriters’ over-allotment option is exercised in full) will be placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee. ~~and~~The proceeds held in the trust account will initially be invested only in U.S. government treasury ~~bills~~obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.; ~~Based~~the onholding ~~current~~of ~~interest~~these ~~rates,~~assets in this form is intended to be temporary and ~~assuming~~for nothe ~~exercise~~sole purpose of facilitating the ~~over-allotment option,~~intended business combination. To mitigate the risk that we ~~estimate~~might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the ~~interest~~trust ~~earned~~account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account ~~will~~and beinstead ~~approximately~~to ~~$307,500~~hold ~~per~~the ~~year,~~funds ~~assuming~~in the trust account in cash or in an interest ~~rate~~bearing ofdemand ~~0.3%~~deposit ~~per~~account ~~year;~~at ~~however~~a bank. Additionally, when we ~~can~~determine ~~provide~~to nohold ~~assurances~~the ~~regarding~~funds ~~this~~in the trust account as cash or in demand deposit accounts at a bank, the amount of interest we may receive would likely be less. We will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any. The proceeds from this offering will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within the combination period, subject to our sponsor depositing additional funds into the trust account as described in more detail in this prospectus, subject to applicable law. Based on current interest rates, interest earned on the trust account may not be sufficient to pay taxes.

The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released 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.

We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our initial stockholders, members of our management team or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.

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or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our initial stockholders, members of our management team or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.

We have agreed to pay our Acting Chief Financial Officer (commencing on the effective date of this registration statement) a total of $10,000 per month for his services. We believe these types of arrangements are customary among many SPACs. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Prior to the closing of this offering, our sponsor has agreed to loan us up to $~~300~~750,000 to be used for a portion of the expenses of this offering. As of ~~December 31~~June 30, ~~2022~~2024, we had borrowed $77309,600 from this loan. The loan is non-interest bearing, unsecured and is due at the closing of this offering. The loan will be repaid upon the closing of this offering out of the $~~700~~900,000 of offering proceeds that has been allocated to the payment of offering expenses.

In 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 our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our 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 to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible, at the option of the lender, into ~~warrants~~private placement equivalent units at a price of $110.00 per ~~warrant~~unit of the post business combination entity. The ~~warrants~~units would be identical to the private placement ~~warrants, including as to exercise price, exercisability and exercise period~~units. The terms of such loans by our sponsor, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. 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.

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 sponsor, directors, officers, advisors or their affiliates may purchase shares 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 sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic 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 shares 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. 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 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. However, in the event we conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, if

We will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of the underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) and the agreement for our initial business combination may require as a closing condition that we have a minimum net worth or a certain amount of cash.72

If too many public stockholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares or the initial business combination, and instead may search for an alternate business combination.

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our initial stockholders, the Representative, directors, executive officers, advisors or their affiliates were to purchase shares or rights from public stockholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

• the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates may purchase shares or rights from public stockholders outside the redemption process, along with the purpose of such purchases;

• if the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates were to purchase shares from public stockholders, they would do so at a price no higher than the price offered through the Company’s redemption process;

• the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates would not be voted in favor of approving the business combination transaction;

• the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items:

• the amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

• the purpose of the purchases by the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates;

• the impact, if any, of the purchases by the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates on the likelihood that the business combination transaction will be approved;

• the identities of Company security holders who sold to the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s initial stockholders, directors, officers or advisors, Biogas, the Representative or their respective affiliates; and

• the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

We will only redeem our public shares to the extent (after such redemption) and after payment of the underwriters’ fees and commissions we will be able to satisfy any minimum net worth or cash condition required as a closing condition in the agreement for our initial business combination.

If too many public stockholders exercise their redemption rights so that we cannot satisfy any net worth or cash requirements, we would not proceed with the redemption of our public shares or the initial business combination, and instead may search for an alternate business combination.

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DIVIDEND POLICY

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 our 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 our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of the offering, in which case we will effect a stock dividend or other appropriate mechanism immediately prior to the consummation of the offering in an amount as to maintain the ownership of our sponsor prior to this offering at approximately 20% of our issued and outstanding shares of common stock upon the consummation of this offering (excluding the private placement shares and the Representative Shares). Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

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DILUTION

The ~~difference~~following ~~between~~table ~~the~~illustrates ~~public offering price per share of common stock, assuming no value is attributed to~~ the ~~rights~~difference ~~and~~between ~~warrants included in~~ the ~~units~~public ~~we are~~ offering ~~pursuant~~price ~~to this prospectus,~~ and ~~the pro forma net tangible book value per share of~~ our common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the conversion of the rights and/or exercise of warrants, including the private placement warrants and the Representative Warrants, which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, ~~which is our total tangible assets less total liabilities~~ (~~including the value of common stock which may be redeemed for cash~~“NTBV”), byas ~~the~~adjusted ~~number~~to ofgive ~~outstanding~~effect ~~shares~~to ~~of our common stock. In calculating the pro forma net tangible book value after~~ this offering, weand ~~have given effect~~ to ~~the~~redemptions ~~provision~~ of our ~~amended and restated certificate of incorporation that will provide that in no event will we redeem our~~ public shares inat anvarying ~~amount that would cause our net tangible assets to be less than $5~~levels,~~000,001~~ ~~(so~~assuming ~~that we do not then become subject to~~ the ~~SEC’s~~full ~~“penny~~exercise ~~stock”~~and ~~rules).~~no ~~Accordingly,~~exercise ~~we have calculated pro forma net tangible book value in the table below assuming that holders~~ of ~~approximately 84.3% of our public shares may redeem their shares for a pro rata share of~~ the ~~aggregate~~over-allotment ~~amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account~~option.

AsThe ofbelow ~~December~~calculations (A) ~~31,~~assume ~~2022,~~that ~~our~~(i) no ~~net~~shares ~~tangible book deficit was $113,615, or approximately $0.05 per share~~ of common stock. ~~After~~are ~~giving~~issued ~~effect~~ to ~~the~~stockholders ~~sale~~ of ~~10,000,000~~a ~~shares~~potential ofbusiness ~~common~~combination ~~stock~~target ~~included~~as inconsideration ~~the~~or ~~units~~issuable ~~we are offering~~ by ~~this~~a ~~prospectus~~post-business ~~and~~combination ~~(or 11~~company,~~500,000~~ ~~shares~~for ifinstance ~~the~~under ~~underwriters’~~an ~~over-allotment~~equity ~~option~~or isemployee ~~exercised~~share inpurchase ~~full)~~plan, ~~the~~(ii) no ~~sale~~shares of ~~the~~common ~~private~~stock ~~placement warrants,~~ and ~~the~~convertible ~~deduction~~equity ofor ~~underwriting~~debt ~~commissions~~securities ~~and~~are ~~estimated~~issued ~~expenses~~in ofconnection ~~this~~with ~~offering,~~additional ~~our~~financing ~~pro~~that ~~forma~~we ~~net~~may ~~tangible~~seek ~~book~~in ~~value~~connection atwith ~~December 31,~~an ~~2022~~initial ~~would~~business ~~have been $5~~combination,~~000,001~~ orand ~~$1.10 per share~~ (oriii) no ~~$0.97~~working ~~per~~capital ~~share,~~loans ifare ~~the~~converted ~~underwriters’~~into ~~over-allotment~~private ~~option is exercised in full)~~placement units, ~~representing~~as anfurther ~~immediate~~described ~~increase~~ in ~~net~~this ~~tangible~~prospectus, ~~book~~and ~~value~~ (asB) assumes ~~decreased by~~ the ~~value~~issuance of ~~the 9~~10,~~272~~000,~~292~~000 shares, ~~which is the maximum number~~ of common stock ~~that may be redeemed for cash to effect a business combination,~~ (or 1011,~~718~~500,~~767~~000, shares of common stock if the underwriters’ over-allotment option is exercised in full), of5,770,000 ~~$1.15~~private ~~per~~placement ~~share~~shares ~~(or~~and ~~$1.01~~2,875,000 iffounder ~~the~~shares ~~over-allotment~~(up ~~option~~to is375,000 ~~exercised~~of inwhich ~~full)~~are assumed to ~~our~~be ~~initial~~forfeited ~~stockholders~~in ~~and~~ the ~~Representative~~scenario asin ofwhich the ~~date~~underwriters’ ofover-allotment ~~this~~option ~~prospectus~~is ~~and~~not ~~dilution~~exercised toin ~~public~~full). ~~stockholders~~The ~~from~~issuance ~~this~~of ~~offering~~additional ~~will~~shares beof ~~$8.90~~common ~~per~~stock ~~share (~~or ~~$9.03~~preferred ifstock ~~the~~may ~~underwriters’~~significantly ~~over-allotment~~dilute ~~option~~the isequity ~~exercised~~interest of investors in ~~full)~~this offering.

~~The~~At ~~following~~June 30, ~~table~~2024, ~~illustrates~~our ~~the~~net ~~dilution~~tangible tobook ~~the~~deficit ~~public~~was ~~stockholders~~$(486,977), onor aapproximately $(0.14) per- share ~~basis,~~ ~~assuming~~of nocommon ~~value~~stock. isAssuming ~~attributed~~various redemption scenarios and after giving effect to the ~~rights~~sale ~~and~~of ~~warrants~~10,000,000 shares of common stock included in the units we are offering by this prospectus, the sale of the private placement units and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at June 30, 2024 would have been the following to the public stockholders on a per-share basis immediately after this offering:

		Without Over-allotment			With Over-allotment
As of June 30, 2024
Public offering price		$	10.00		$	10.00
Offering Price of$10.00 per Unit			25% of MaximumRedemption					50% of MaximumRedemption				75% of MaximumRedemption				MaximumRedemption
Net tangible book deficit before this offering		$	(0.05	)		(0.04	)
NTBV			NTBV		DifferencebetweenNTBV andOfferingPrice			NTBV		DifferencebetweenNTBV andOfferingPrice		NTBV		DifferencebetweenNTBV andOfferingPrice		NTBV			DifferencebetweenNTBV andOfferingPrice
Increase attributable to public stockholders		$	1.15			1.01
	Assuming Full Exercise of Over-Allotment Option
Pro forma net tangible book value after this offering		$	1.10			0.97
$	7.11		$	6.49	$	3.51		$	5.49	$	4.51	$	3.64	$	6.36	$	(0.98	)	$	10.98
Dilution to public stockholders		$	8.90			9.03
	Assuming No Exercise of Over-Allotment Option
Percentage of dilution to public stockholders			89.0	%		90.3	%
$	7.08		$	6.45	$	3.55		$	5.45	$	4.55	$	3.60	$	6.40	$	(1.00	)	$	11.00

For purposes of ~~presentation~~presenting the maximum redemption scenario, we have reduced our ~~pro~~NTBV ~~forma net tangible book value~~ after this offering (assuming no exercise of the underwriters’ ~~over-allotment~~ option to purchase additional units) by $95100,~~040~~000,~~990~~000 ~~assuming~~because holders of up to approximately ~~84.3~~100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or stockholders meeting, including interest ~~earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes)~~, divided by the number of ~~the~~shares ~~then-outstanding~~of ~~public~~common ~~shares~~stock sold in this offering).

68For each of the redemption scenarios above, the NTBV was calculated as follows:

	No Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book deficit before this offering		(0.19	)		(0.19	)		(0.19	)		(0.19	)		(0.19	)		(0.19	)		(0.19	)		(0.19	)		(0.19	)		(0.19	)
Increase attributable to public stockholders		7.27			7.30			6.64			6.68			5.64			5.68			3.79			3.83			(0.81	)		(0.79	)
Pro forms net tangible book value after this offering and the sale of the private placement shares		7.08			7.11			6.45			6.49			5.45			5.49			3.60			3.64			(1.00	)		(0.98	)
Dilution to public stockholders	$	2.92		$	2.89		$	3.55		$	3.51		$	4.55		$	4.51		$	6.40		$	6.36		$	11.00		$	10.98
Percentage of dilution to public stockholders		29.23	%		28.86	%		35.51	%		35.09	%		45.52	%		45.06	%		63.96	%		63.65	%		110.03	%		109.82	%

Table of Contents

The following table sets forth information with respect to our sponsor, the Representative and the public stockholders:

	No Redemptions						25% of Maximum Redemptions						50% of Maximum Redemptions						75% of Maximum Redemptions						Maximum Redemptions
	Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment			Without Over- Allotment			With Over- Allotment
Numerator:
Net tangible book deficit before this offering	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)	$	(486,977	)
Net proceeds from this offering and the sale of the private placement shares(1)		101,000,000			116,150,000			101,000,000			116,150,000			101,000,000			116,150,000			101,000,000			116,150,000			101,000,000			116,150,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		337,417			337,417			337,417			337,417			337,417			337,417			337,417			337,417			337,417			337,417
Less: Deferred Underwriting commissions(2)		(3,500,000	)		(4,025,000	)		(3,500,000	)		(4,025,000	)		(3,500,000	)		(4,025,000	)		(3,500,000	)		(4,025,000	)		(3,500,000	)		(4,025,000	)
Less: Over-Allotment liability		(81,000	)		—

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