~~UNITED STATES SECURITIES~~2183880069915370.330.27545970049978230.330.27Pine ~~AND~~Island ~~EXCHANGE~~Acquisition ~~COMMISSION WASHINGTON, D~~Corp.C0001822835--12-312021FYfalsetrue5459700545970000218388005459700699153749978230. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

~~(Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020~~

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________~~One)


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

For the fiscal year ended December 31, 2021


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

For the transition period from ______________to ______________

Commission File Number 001-39707

~~PINE ISLAND ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter)~~

Delaware		85-2640308
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

PINE ISLAND ACQUISITION CORP.

2455 E. Sunrise Blvd. Suite 1205 Fort Lauderdale, FL		33304
(Address of Principal Executive Offices)		(Zip Code)
(954) 526-4865 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act:

(Exact Name of Registrant as Specified in Its Charter)


Delaware		85-2640308
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


2455 E. Sunrise Blvd. Suite 1205 Fort Lauderdale, FL		33304
(Address of Principal Executive Offices)		(Zip Code)
(954) 526-4865 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each Exchange on which Registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	PIPP.U	The New York Stock Exchange
Shares of Class A common stock, included as part of the units	PIPP	The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	PIPP WS	The New York Stock Exchange

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

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

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

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

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

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

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

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

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

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

As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s shares of Class A common stock were not publicly traded. Accordingly, there was no market value for the registrant’s Class A common stock on such date.

As of ~~April 2~~June 30, 2021, 21the last business day of the registrant’s most recently completed second fiscal quarter,~~838~~ the aggregate market value for the registrant’s Class A common stock outstanding,~~800~~ other than the shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the Class A common stock on June 30, ~~par~~2021, ~~value~~as ~~$0.0001~~reported ~~per~~on ~~share~~the New York Stock Exchange, ~~and~~was 5approximately $212,~~459~~491,~~700~~524 ~~shares~~million (based on the closing sales price of the Class BA common stock, ~~par~~on ~~value~~June ~~$0.0001 per share~~30, ~~were~~2021 ~~issued~~of ~~and outstanding, respectively~~$9.73).

As of April 1, 2022, 21,838,800 shares of Class A common stock, par value $0.0001 per share, and 5,459,700 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

Documents Incorporated by Reference:

None.

Table of Contents

PINE ISLAND ACQUISITION CORP.

FORM 10-K

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

PART I		13
Item 1.	Business	13
Item 1A.	Risk Factors	2823
Item 1B.	Unresolved Staff Comments	6358
Item 2.	Properties	6358
Item 3.	Legal Proceedings	6358
Item 4.	Mine Safety Disclosures	6358
PART II		64

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	64
PART II		59
Item 6.	Selected Financial Data	65

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	65
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	59
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 6.	Selected Financial Data	60
Item 8.	Financial Statements and Supplementary Data	70
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	70
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 9A.	Controls and Procedures	71
Item 8.	Financial Statements and Supplementary Data	64
Item 9B.	Other Information	71
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	64
PART III		72
Item 9A.	Controls and Procedures	64
Item 10.	Directors, Executive Officers and Corporate Governance	72
Item 9B.	Other Information	65
Item 11.	Executive Compensation	76

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
PART III		66
Item 13.	Certain Relationships and Related Transactions, and Director Independence	79

Item 14.	Principal Accounting Fees and Services	80
Item 10.	Directors, Executive Officers and Corporate Governance	66
PART IV		82
Item 11.	Executive Compensation	70
Item 15.	Exhibits, Financial Statement Schedules	82
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70
Item 16.	Form 10-K Summary	83
Item 13.	Certain Relationships and Related Transactions, and Director Independence	71
Item 14.	Principal Accounting Fees and Services	73

PART IV		74

Item 15.	Exhibits, Financial Statement Schedules	74
Item 16.	Form 10-K Summary	75

~~PART I~~Table of Contents

~~Item~~SUMMARY 1.OF ~~Business.~~RISK FACTORS

In this Annual Report on Form 10-K (the “Form 10-K”), references to “Pine Island” or the “Company” and to “we,” “us” and “our” refer to Pine Island Acquisition Corp.

Company Overview

We are a blank check company incorporated in Delaware on August 21, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Our Sponsor is Pine Island Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on November 16, 2020. On November 19, 2020, we consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of $7 million in deferred underwriting commissions. On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased an additional 1,838,800 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $18.4 million, and incurred additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees) (the “Over-Allotment”).

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 4,000,000 warrants at a price of $1.50 per warrant (“Private Placement Warrants”) to the Sponsor, generating gross proceeds of approximately $6.0 million. Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000.

Upon the closing of the Initial Public Offering and the Private Placement on November 19, 2020, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Upon the closing of the Over-Allotment on November 24, 2020, an additional amount of approximately $18.4 million was deposited to the Trust Account, for a total of approximately $218.4 million.

If we have not completed a Business Combination within 24 months from the closing of the Initial Public Offering, or November 19, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Pine Island Capital Partners

Our sponsor is an entity affiliated with Pine Island Capital Partners. Pine Island Capital Partners is a private equity firm founded in 2018 by John A. Thain and Philip A. Cooper on the idea that a talented group of accomplished, highly respected, commercially-savvy and long-tenured former government and military officials, when fully aligned and engaged, could enable a first-class investment team with better access, better information, better expertise and better management skills than those typically found in private equity firms. The team took more than two years to construct, focusing on only those compatible individuals with exceptional character, networks and relevant experience who were willing to devote time, energy and resources to build a new firm. The result is a team that is unique in the industry in both composition and operations. Pine Island Capital Partners’ team includes four former senators, a former House Majority Leader and longstanding board member of a large aerospace company, a former Chairman of the Joint Chiefs of Staff, a former U.S. Chief of Protocol, a former U.S. Ambassador to the United Nations for Special Political Affairs and a former Under Secretary of Defense.

Although Pine Island Capital Partners is a generalist firm, given the background of its team, Pine Island Capital Partners spends the majority of its time focused in the aerospace, defense and government services sectors, where Pine Island Capital Partners believes it has extensive connections to industry leaders, unusual access to information, and often unique insights into specific companies, programs and overall market dynamics. Pine Island Capital Partners has made two acquisitions in the past six months: the acquisition of Precinmac, a precision machining business with significant exposure to aerospace and defense end markets, and InVeris Training Solutions (formerly Meggitt Training Systems), a global leader in weapons safety, judgment and tactical training solutions for military and law enforcement customers.

Pine Island Capital Partners operates as a single, unified team where former leaders and commanders work with proven investment professionals across sourcing, information gathering and analysis, and operational execution. In managing the investment firm and its activities, Pine Island Capital Partners brings to bear its collective skills, knowledge and judgment to develop a unique lens through which it evaluates targets, makes investment decisions, and manages businesses. All of the Pine Island Capital Partners team members are highly engaged with the firm: all of the team members are each individually investors in the firm and will be investors in our sponsor. Our sponsor will utilize the entire Pine Island Capital Partners platform to help effect a business combination including the firm’s resources in sourcing, research, analytics, diligence, underwriting, structuring and execution.

We believe that with our access, network and expertise, we are well-suited to take advantage of the current and future opportunities present in the aerospace, defense and government services industries. Further, we believe the ability to assess and recruit top talent is a competitive strength of Pine Island Capital Partners and we plan to augment our team as necessary to further strengthen our capabilities and expertise as we pursue an initial business combination. Pine Island Capital Partners has a powerful network in our target industries and we expect to be able to source, diligence and execute an attractive business combination for our investors. Additionally, we believe that the reputations and networks of Pine Island Capital Partners’ team, both individually and collectively, will ensure exposure to a significant number of proprietary opportunities. We are seeking to make an investment in a business or businesses where our team can help create substantial value for all stakeholders and attractive returns for our investors. We expect that our target will have strong cash flow generating capabilities, a defensible competitive position, multiple avenues for growth, and will benefit from the involvement of our team.

Our Management Team

John A. Thain, our Chairman of the Board, is a co-founder of Pine Island Capital Partners and is the Chairman of the firm’s Investment Committee. Mr. Thain has 40 years of experience in the financial services sector and has held multiple senior leadership positions at some of the world’s largest financial institutions. Most recently, from 2010 to 2016, he served as CEO and Chairman of CIT Group where he successfully led the firm out of bankruptcy protection, lowered the firm’s funding costs, improved returns and grew CIT substantially. Prior to CIT, Mr. Thain was the last CEO and Chairman of Merrill Lynch & Co., Inc. before orchestrating a sale to Bank of America at the height of the financial crisis. He was also CEO of the New York Stock Exchange, where he led the NYSE through successful mergers with Archipelago Holdings and Euronext to create the world’s largest and most liquid exchange group, and spent nearly 25 years at Goldman Sachs, where he served as President, Co-COO, CFO, and Head of Operations, Technology and Finance. Mr. Thain currently serves as a member of the board of directors at Uber Technologies and as a member of the Supervisory Board of Deutsche Bank AG. He earned his BS from MIT and an MBA from Harvard Business School.

Philip A. Cooper, our Chief Executive Officer and director, is a co-founder and managing partner of Pine Island Capital Partners. Mr. Cooper has over 40 years of experience in private equity as an entrepreneur, principal investor, fund investor, and secondary investor. Mr. Cooper was previously a Partner at Goldman Sachs, where he helped conceive, found and lead the Goldman Sachs Private Equity Group and, as chief investment officer, oversaw hundreds of investments in companies, funds and secondaries. He implemented innovative portfolio construction and risk control methods for private equity, direct and secondary investing funds, and designed and managed the Vintage Funds — one of the industry’s largest secondary funds. While at Goldman Sachs, Mr. Cooper served on the Goldman Sachs Asset Management Risk Committee, Operating Committee, and Goldman Sachs Technology Committee. Since retiring as a Goldman Sachs Partner in 2004, Mr. Cooper has served as a Partner or Special Partner at several private equity firms and was a Senior Lecturer in private equity at MIT’s Sloan School of Business. He also served as Vice Chairman of the Forsyth Institute Investment Committee and served on the Children’s Hospital (Boston) Endowment Investment Committee. Mr. Cooper earned his BA from Syracuse University and an MBA from MIT, where he was an Alfred Sloan Fellow.

Charles G. Bridge, Jr., our Chief Financial Officer and Secretary, has 30 years of broad experience and knowledge in finance, private equity, fund administration and compliance, having served in executive positions for venture capital and private equity partnerships, fund of funds and operating companies. Mr. Bridge gained his private equity experience as both a General Partner and CFO. He began his private equity career in 2000 at Boston Capital Ventures, which specialized in emerging growth and information technologies investing. Following Boston Capital Ventures, in 2003, Mr. Bridge helped found Brooke Private Equity Associates, growing the firm meaningfully. After Brooke Private Equity, Mr. Bridge served as CFO of MPM Capital from September 2010 to October 2011. Most recently, Mr. Bridge served as CFO of WAVE Equity Partners from 2011 through August 2020. Mr. Bridge also owns Godding Capital, LLC, a family office founded in 2018. Mr. Bridge holds an MBA from Northeastern University and a BS in Business Administration from the University of Maine.

Our Directors and the Pine Island Capital Partners Team

Directors

Our management team’s experience is complemented by our directors and the Pine Island Capital Partners team, who bring invaluable insight into the industry landscape, deep knowledge of the industry and unparalleled defense and government experience. In addition to John A. Thain and Philip A. Cooper, who are directors, the following individuals are or will serve as our directors.

Ambassador Stuart W. Holliday has served on our board of directors since 2020. Ambassador Holliday joined the Pine Island Capital Partners team in 2018 and served as U.S. Ambassador for Special Political Affairs at the United Nations and Coordinator (Assistant Secretary) of the U.S. International Information Programs. Previously, Ambassador Holliday was Special Assistant to the President at the White House coordinating all executive branch appointments in foreign policy, defense national security and intelligence, and homeland security. He also served as Policy Advisor to then Governor of Texas on economic development, international trade, technology and military issues. Since 2006, Ambassador Holliday has served as President and CEO of Meridian International Center, a leading non-partisan institution that seeks to advance global security and prosperity through effective leadership and diplomacy. Ambassador Holliday also served as an intelligence officer in the U.S. Navy during Operation Desert Storm and is a regular contributor to CNN and Fox News. Ambassador Holliday earned a BSFS from Georgetown University and a master’s degree from the London School of Economics.

Ambassador Capricia P. Marshall has served on our board of directors since 2020. Ms. Marshall joined the Pine Island Capital Partners team in 2018 and previously served as Chief of Protocol of the United States from 2009 to 2013, setting the stage for diplomacy at the highest levels. From 1997 to 2001, Ms. Marshall also served as Deputy Assistant to the President and White House Social Secretary. Ms. Marshall’s book on cultural diplomacy was published in 2020 by Harper Collins division ECCO, advising readers on the use of protocol as a tool for leveraging influence. Ms. Marshall currently serves as Ambassador-in-Residence at the Atlantic Council in Washington, DC and as President of Global Engagement Strategies, which advises international public and private clients on issues relating to the nexus of business and politics. Ms. Marshall is also on the Case Western University International Advisory Board, the Boards of Trustees for the Blair House Restoration Fund and the Sibley Memorial Hospital, and is a member of the Council of American Ambassadors. Ms. Marshall earned her BA from Purdue University and a JD from Case Western Reserve University School of Law.

Michael E. Roemer has served on our board of directors since 2020. Mr. Roemer previously served as Chief Compliance Officer for Wells Fargo from January 2018 through August 2020. Prior to joining Wells Fargo, Mr. Roemer was the group head of compliance at Barclays PLC in London, United Kingdom from 2014 through 2017. He was a member of the executive committee and also served as the co-chair of Barclays’ executive diversity and inclusion committee. Mr Roemer was the Chief Internal Audit Executive at Barclays from 2012 through 2013. Prior to his time at Barclays, Mr. Roemer served as chief auditor at CIT Group Inc., reporting directly to the board audit committee with global responsibility for the internal audit function. Prior to CIT Group, he was the chief audit executive at AIG from 2005 to 2009. Prior to AIG, he spent 23 years at JP Morgan Chase and its predecessor organizations. Mr. Roemer serves on the board of directors of the Ronald McDonald House of New York and is the audit committee chair. Previously, he served on the advisory board of Make-A-Wish Foundation of Metro New York and was their audit committee chair. He also served on the audit committee of the Roman Catholic Diocese of Rockville Centre in New York. Mr. Roemer earned his bachelor’s degree in accounting from St. John’s University, and he completed the Tuck Executive Program at the Tuck School of Dartmouth College.

Pine Island Capital Partners Team

In addition to the management team and board of directors described above, the Pine Island Capital Partners team will devote their time and expertise to the pursuit and execution of an initial business combination. These team members include:

• U.S. Senator Saxby Chambliss

• U.S. Senator Tom Daschle

• U.S. Senator Byron L. Dorgan

• Lucas Evans

• Under Secretary of Defense for Policy Michéle A. Flournoy

• Representative Richard Gephardt

• Robert Knox

• Matthew Levine

• Wm. Russell Mann

• Admiral Michael Mullen, Retired

• U.S. Senator Don Nickles

• Clyde Tuggle

• David Wajsgras

Senator Saxby Chambliss joined the Pine Island Capital Partners team in 2018 and is a former two-term U.S. Senator (Georgia) and four-term member of the U.S. House of Representatives. Senator Chambliss is the former Vice Chairman of the Senate Select Committee on Intelligence and the former Chairman of the House Intelligence Subcommittee on Terrorism and Homeland Security. He is currently a partner at the global law firm, DLA Piper. Senator Chambliss also served as a member of the Senate Armed Services Committee, the Senate Rules Committee and was Chair of the Senate Committee on Agriculture, Nutrition and Forestry. Senator Chambliss currently serves as Chairman of the board of directors of InVeris Training Solutions and is a member of the board of directors of Primerica, Inc. He earned his BA from the University of Georgia and a JD from the University of Tennessee College of Law.

Senator Tom Daschle joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from South Dakota from 1987 to 2005. He is one of only two senators to have served twice as both Senate Majority and Minority Leader. Senator Daschle is a leading thinker on climate change, food security and renewable energy policy and has authored several books on historic economic and national security challenges. He is the founder and CEO of the Daschle Group, a Public Policy Advisory arm of Baker Donelson, and is a co-founder of the Bipartisan Policy Center. Senator Daschle also serves as Chair of the board of directors of the Center for American Progress and as Vice-Chair of the National Democratic Institute. He is a member of the Health Policy and Management Executive Council at the Harvard Kennedy School. He earned his BA from South Dakota State University.

Senator Byron L. Dorgan joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from North Dakota from 1992 to 2011. Before that, he served as U.S. Representative from North Dakota from 1981 to 1992. During his time in the U.S. Senate, Senator Dorgan served as Assistant Democratic Floor Leader and then as Chairman of the Democratic Policy Committee from 1999 to 2011. He was Chairman of Senate Committees and Subcommittees on the issues of Energy, Aviation, Appropriations, Water Policy and Indian Affairs. Senator Dorgan is now a Senior Policy Advisor at Arent Fox LLP, Senior Fellow at the Bipartisan Policy Center in Washington, D.C. and founder and Chairman of the Center for Native American Youth, at the Aspen Institute, an organization dedicated to improving the lives of young people on Indian Reservations. Senator Dorgan also spent five years as an Adjunct Visiting Professor at Georgetown University’s Public Policy Institute. He earned a BS from the University of North Dakota and an MBA from the University of Denver.

Lucas Evans joined Pine Island Capital Partners in 2018 and is a member of the firm’s Investment Committee. Mr. Evans was previously a Principal in the Private Equity Group at Ares Management, a leading global alternative asset manager. Prior to joining Ares, Mr. Evans spent nine years as a Partner at NRDC Equity Partners and its successor, the Hudson’s Bay Company, where he led or co-led all mergers and acquisitions, capital markets, treasury and investor relations activities. During his tenure, Mr. Evans played an instrumental role in growing the firm and generating significant returns for its investors. Mr. Evans currently sits on the board of directors for InVeris Training Solutions and is a board observer for Precinmac. Mr. Evans holds a BS in Finance from Georgetown University, an MPS in Real Estate from Cornell University and an MBA from INSEAD.

Michèle A. Flournoy joined the Pine Island Capital Partners team in 2019 and previously served as the Under Secretary of Defense for Policy from 2009 to 2012. Prior to that, Ms. Flournoy co-founded and served as President of the Center for a New American Security from 2007 to 2009; she also served as its CEO from 2014 to 2017. In the mid-1990s, Ms. Flournoy served as Principal Deputy Assistant Secretary of Defense for Strategy and Threat Reduction and Deputy Assistant Secretary of Defense for Strategy. Ms. Flournoy is also a former member of the President’s Intelligence Advisory Board, the Defense Policy Board and the CIA Director’s External Advisory Board. She is a co-founder and Managing Partner of WestExec Advisors (a strategic advisory firm), a Senior Fellow at Harvard’s Belfer Center for Science and International Affairs and serves on the boards of directors of Booz Allen Hamilton, Amida Technology Solutions, The Mission Continues, Spirit of America and CARE. Ms. Flournoy earned her BA from Harvard University and a master’s degree from Balliol College, Oxford University.

Representative Richard Gephardt joined the Pine Island Capital Partners team in 2018 and served as the U.S. Representative from Missouri from 1977 to 2005. Representative Gephardt served as House Democratic Leader for over 14 years, first as House Majority Leader from 1989 to 1995 and then as House Minority Leader from 1995 to 2003. While in Congress, he also served on the House Ways and Means and Budget Committees. In his role as House Democratic Leader, Representative Gephardt emerged as the chief architect to landmark reforms in healthcare, pensions, education, energy independence and trade policy. He has also facilitated multiple negotiations between corporate leaders and the union movement, including assisting to facilitate the landmark acquisition of Spirit Aerosystems on behalf of Onex. Representative Gephardt serves on the boards of directors of Spirit Aerosystems and Centene Corporation and previously served on the boards of directors of Ford Motor Company, CenturyLink and United States Steel Corporation. He is the President and CEO of Gephardt Group, which provides strategic counsel on federal government relations and domestic and international labor relations issues. Representative Gephardt earned his BS from Northwestern University and a JD from the University of Michigan.

Robert Knox is an advisor to Pine Island Capital Partners and is a member of the firm’s Investment Committee. Mr. Knox is the co-founder and senior managing director of Cornerstone Equity Investors, L.L.C., a private equity firm. Cornerstone has funded over 120 companies through buyouts and growth equity financing in healthcare services and products, business services, technology and consumer products. Portfolio investments have included Dell Computers, Health Management Associates, Linear Technology, Micron Technology, Centurion, Team Health, and True Temper Sports. He has served on the boards of more than 30 private and public companies, including as the lead independent director and chair of the compensation committee of Health Management Associates, Inc. (NYSE: HMA) prior to its acquisition by Community Health Systems. Prior to forming Cornerstone, Mr. Knox designed and executed the initial Alternative Asset investment strategy at Prudential Financial beginning in 1981 and was Chairman and Chief Executive Officer of Prudential Equity Investors, the private equity subsidiary of Prudential. Mr. Knox has been a Trustee of Boston University for over twenty years, and served as Chairman of the Board of Trustees from 2008 to 2016. Mr. Knox holds a BA in Economics and an MBA, both from Boston University.

Matthew Levine was previously a Partner at EQT Partners, a global investment firm with over €46 billion in assets under management, and served on the Investment Committee of the EQT US Mid Market Fund. Mr. Levine’s responsibilities spanned all aspects of the investment function, including acting as a co-lead to the fundraise of the ~$700 Million fund, hiring the local investment team, developing and executing the go-to-market strategy and building a network of executives to drive a differentiated deal sourcing, due diligence and value creation platform. Mr. Levine’s investment activity focused on long-term sustainable business models with significant growth dynamics, including software, industrial technology and tech-enabled services, culminating in the investments of Dorner, Innovyze and FocusVision. Prior to joining EQT, Mr. Levine spent 15 years with American Securities, a US private equity firm with over $23 billion in assets under management. Prior to American Securities, Mr. Levine was in the Financial Entrepreneurs Group at Salomon Smith Barney. Mr. Levine holds a BS in Economics, cum laude, from the University of Pennsylvania’s Wharton School of Business and an MBA, with honors, from Columbia University.

Wm. Russell Mann is a co-founder of Pine Island Capital Partners and serves on its Investment Committee. Mr. Mann was previously a consultant for institutional investors. His expertise is in the creation, management, and analysis of sophisticated investment products, strategies, and portfolios, both in the private and public markets. In a direct investment management capacity, he served for three years as Portfolio Manager at StratiFi, designing and managing customized option strategies. Mr. Mann has previously served in a risk management role for multiple hedge funds, and in the private equity space, has over his career consulted with both private equity managers and private equity-focused institutional investors, as well as portfolio companies as a consultant and an investor. Mr. Mann earned an AB from Princeton University, a master’s degree from University of Cambridge as a Churchill Scholar, and a PhD from Harvard University in Mathematics as a Putnam Fellow.

Admiral Michael Mullen, Ret. joined the Pine Island Capital Partners team in 2018 and is a retired U.S. Navy Admiral who served as Chairman of the Joint Chiefs of Staff from 2007 to 2011. As top military advisor to both Presidents George W. Bush and Barack Obama, Admiral Mullen is widely respected as an “honest broker” by policymakers, members of Congress and senior military officers. Admiral Mullen oversaw the end of the combat mission in Iraq and the development of a new military strategy for Afghanistan, while promoting international partnerships, new technologies and new counter-terrorism tactics. A 1968 graduate from the U.S. Naval Academy, Admiral Mullen sought challenging positions including command at every level to develop his leadership skills during his naval career. He rose to be Chief of Naval Operations prior to assuming duties as Chairman, Joint Chiefs of Staff. He currently serves as Chairman of the Board of Precinmac, is a member of the board of directors of Bloomberg Philanthropies and the board of trustees of Caltech, and was formerly a member of the boards of directors at General Motors and Sprint Nextel Corp. He also teaches at the U.S. Naval Academy. Admiral Mullen earned his BS from the U.S. Naval Academy and his MS in operations research from the Naval Postgraduate School, and is a member of the National Academy of Engineering. He is also a Distinguished Alumni of Harvard Business School and serves on the Harvard Business School board of advisors.

Senator Don Nickles joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from Oklahoma from 1981 to 2005. During his time on the U.S. Senate, Senator Nickles was elected by his peers to several leadership positions, including Assistant Majority Leader, Chairman of the Senate Budget Committee and was a senior member of the Senate Finance and Energy Committees. Over his 24 years in the U.S. Senate, Senator Nickles championed economic growth and free enterprise. Among many legislative achievements, Senator Nickles successfully fought to repeal inheritance tax on surviving spouses, cut dividend and capital gains taxes, and repeal the Windfall Profits Tax. He also was a staunch advocate to eliminate onerous regulations, especially in the natural gas markets. Prior to his time in the U.S. Senate, Senator Nickles served in the Oklahoma State Senate and worked for family-owned Nickles Machine Corporation. He currently serves on the boards of directors of Valero Energy Corporation and Washington Mutual Investors Fund and previously served on the board of directors of the Chesapeake Energy Corporation. He is the Chairman and CEO of The Nickles Group, a firm he founded in 2005. He earned his BA from Oklahoma State University.

Clyde Tuggle is a co-founder of Pine Island Capital Partners and is a member of the firm’s Investment Committee. Mr. Tuggle previously spent 30 years at the Coca-Cola Company, where he was a member of Coca-Cola’s Executive Committee and managed the company’s corporate productivity activity. Mr. Tuggle held multiple senior management roles at Coca-Cola and was most recently Senior Vice President and Chief Public Affairs and Communications Officer, where he managed Coca-Cola’s global public affairs and reported directly to the Chairman and CEO. He was also President of the Russia, Ukraine and Belarus Division, Senior Vice President of Worldwide Public Affairs and Communication, Deputy Division President of Central Europe and Executive Assistant (chief of staff) to former CEO Roberto C. Goizueta. Mr. Tuggle currently serves as a member of the board of directors at the Georgia Power Company and at Oxford Industries, Inc. He earned his BA from Hamilton College and a master’s degree from Yale University. He also studied at the Ludwig-Maximillian Universität in Munich, Germany and the University of Virginia’s Darden Business School.

David Wajsgras joined the Pine Island Capital Partners team in 2020. He previously served as president of the Intelligence, Information and Services (IIS) business at the former defense industry leader, Raytheon Company, now part of Raytheon Technologies. The IIS business delivers world class systems and solutions in defense, intelligence, space, cybersecurity and training. While president of IIS, Wajsgras increased sales, meaningfully outpacing industry growth rates, and significantly improved profitability and margins through focused pricing strategies, cost reduction initiatives, and successfully executing a digital transformation strategy for program execution. Previously, Wajsgras was Senior Vice President and CFO at Raytheon and led the company’s overall financial and mergers and acquisitions strategy. Raytheon provides state-of-the-art electronics, mission systems integration, command and control products and services, sensing, effects, and mission support. Before joining Raytheon, he was Executive Vice President and CFO at Lear Corporation, in addition to having direct profit and loss responsibility for the manufacturing division. In 2019 and 2020, WashingtonExec named Wajsgras to its top 25 list of executives for leading change in uncertain times, in addition to naming him Intelligence Industry Executive of the Year in 2019. Wajsgras has appeared on Executive Mosaic’s Wash100 list of influential leaders in government contracting for six consecutive years, and was selected as Federal Computer Week’s prestigious Industry Eagle Award winner in 2018. As Raytheon’s CFO, he was named one of the Wall Street Journal’s 25 Best CFOs among larger companies. Wajsgras currently serves on the Board of Directors for Parsons Corporation, Martin Marietta Materials, Inc., Dreamscape Immersive and Altamira Technologies Corporation. He earned his BS at the University of Maryland and an MBA from American University.

Competitive Strengths

We believe that the combined capabilities of Mr. Thain, Mr. Cooper, Mr. Bridge, and the entire Pine Island Capital Partners partnership position our team to source and execute an attractive initial business combination for our stockholders. Our team has broad and meaningful relationships with domestic and international corporations, industry leaders, defense and security agencies, governments and other influential people and organizations that would enable a potential target to gain and/or expand access to customers and key decision makers worldwide. Our competitive strengths include the following:

• Carefully constructed team with significant industry, leadership and board of directors experience in both public and private companies, that is directly applicable to our stated investment objectives

• Excellent reputations and unique networks make us a preferred partner in certain situations

• Ability to develop domestic and international insights, relationships and opportunities through extensive sourcing and information network

• Management and advisor teams with substantial collective investing experience in both deal structuring and execution

• Strong operational and management expertise

• Experience in public and private sector commerce and in-depth understanding of the connectivity between the two

• Ability to assess and recruit top talent which is a key differentiator in our target sectors

Business Strategy and Market Opportunity

We intend to search for an acquisition in the defense, government service and aerospace industries, where we believe our team has extensive access, insight, expertise and management skill. We believe that we understand the suppliers and the domestic and international customers in these industries exceptionally well: we understand which programs and technologies are priorities, we understand the critical components of the supply chains, and we have an ability to assess and recruit top talent on an as needed basis to improve our probability of success. With respect to the specific industries, below is a brief characterization of how we view the marketplace:

Defense

We believe there will be increased demand in the U.S. defense market for advanced electronics, communications, sensor and detection processing and other technologies that enhance the modernization efforts of the Department of Defense’s (“DoD”) military readiness. We believe this demand represents strong growth that our management team is uniquely positioned to capitalize on given our combined investment experience and deeply connected partner group of former U.S. defense and government officials. In the near term, we believe the defense market is well positioned for secular growth as geopolitical tensions, and a rogue nation and terrorist threat environment continues to be present. We believe this market demand for advanced defense and security technologies will persist due to the sector’s muted economic sensitivity and the inherent structure of long-cycle contracts which have been unaffected by the current pandemic.

As the DoD continues to focus on modernizing its key capabilities, we believe it will prioritize rapid technological advancements across cybersecurity, space exploitation, directed energy, photonics, defense electronics, mission-critical computing, artificial intelligence, secure communications and specialized high-precision critical infrastructure manufacturing. In government fiscal year (“GFY”) 2010 through fiscal year 2015, based on current dollars, DoD spending declined approximately 4% on an annualized basis as resources were shifted away from major conflicts in Iraq and Afghanistan. While DoD spending in research, development, testing, evaluation (“RDT&E”) and procurement declined over this time period, new long-term strategic threats emerged as China, North Korea and Russia developed new combat, weapons, and cyber capabilities. The DoD stated in the 2018 U.S. National Defense Strategy that it aims to combat these new threats by emphasizing development in commercial and classified technology while rationalizing resources for existing conflicts. As a result, based on current dollars, U.S. government spending on RDT&E and procurement grew at an annualized rate of approximately 8% while DoD spending, excluding RDT&E and procurement, grew at an annualized rate of approximately 4% between GFY 2017 through 2020, with a similar growth rate estimated for GFY 2021, when limits from the Budget Control Act of 2011 expire. We believe the defense end markets will remain healthy in the near-term despite a flattening in expected DoD outlays and considering other U.S. government priorities such as mitigating the economic impact of COVID- 19. While the overall defense budget may not experience the substantial growth of the last three years (approximately 6% CAGR from GFY 2017 to 2020), the rapidly evolving threat environment will continue to demand technologically advanced and connected battlefields and we believe the DoD will continue to have ongoing support from the U.S. government for the related modernization and innovation initiatives.

The following charts represent the total obligation authority (TOA) as set forth therein.

Source: DoD “Green Book”. National Defense Budget Estimates for Government Fiscal Year (GFY) 2021. TOA represents Total Obligational Authority.

To combat the new global threats from State and Non-State actors and maintain combat superiority and operational security, the DoD will continue to prioritize new and fast growing technologies including advanced computing, “big data” analytics, artificial intelligence, augmented reality and robotics which are expected to fortify national security initiatives such as posture resilience, electronic warfare and Command & Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance (“C4ISR”). C4ISR has become a cornerstone of DoD combat readiness superiority against new threats and as it has been a key focus of modernization and space-based resiliency spending. According to Frost & Sullivan, DoD spending on C4ISR is forecast to grow approximately two times the annualized rate of total DoD RDT&E, procurement and operation and maintenance outlays from GFY 2018 through GFY 2024. According to Frost & Sullivan, from 2021 through 2024, the DoD is forecasted to spend approximately $230 billion on C4ISR. The DoD C4ISR market is also largely fragmented. According to Frost & Sullivan, in 2018, the top ten C4ISR suppliers to the DoD captured approximately 50% of the market. We believe that as the C4ISR DoD market matures, there will be opportunities to acquire a platform for consolidation and leverage our domestic and international networks to support expansion into other markets and customers. The C4ISR framework is used across several platforms including unmanned and autonomous vehicles, space-based communications, command and control systems, telemetry and navigation systems, fix-ground assets, planes, ships and weapons. The complexity of data generated by intelligence, surveillance, reconnaissance and targeting (“ISR&T”) applications is demanding advances in real-time analysis (edge computing), secure data processing, robust space-based platforms and electronic warfare and there are numerous newer technologies and smaller growth companies being established to address this demand as a result.

Source: Frost & Sullivan U.S. DoD C4ISR Market, Forecast to 2024

Government Services

In alignment with U.S. and NATO defense modernization strategies to respond to evolving future threats, we expect increased spending on IT services to support mid-term growth for the National Security IT services providers especially on space, hypersonics, artificial intelligence, cloud computing and enterprise IT. The largest customer for government services globally is the U.S. government, with the DoD and intelligence communities (“IC”) awarding the vast majority of contracts. The U.S. government’s total spending for GFY 2019 was $4.45 trillion, an 8% increase over GFY 2018 spend of $4.11 trillion. The customer, and long-term nature of its contracts, provides high backlog visibility and also resilience in economic downturns.

We further believe COVID-19 will be a tail wind for the sector in the long-term as federal, state and local governments implement new tools and services that heavily depend on inter-agency connectivity while constrained budgets will benefit from operational efficiency and automation, for which government services are well positioned to deliver. The increased demand for more complex and customized solutions has led to a wave of consolidation in the market, with operators looking for scale and niche technologies to be competitive on large-scale projects. We believe that there are still a significant number of potential targets with competitive advantages in “big data” analytics, enterprise IT, secure data processing, seamless inter-agency technology integration, communications and training solutions that would benefit from our deep bench of advisors who contribute decades of relevant government and defense expertise. Our leadership team is well equipped to support a potential target on all key competitive factors of the government services market as we have unique insight into how rapidly changing technologies will directly impact the evolving preferences of defense, intelligence and federal government customers.

An attractive target in government services will anchor a platform for further consolidation within the highly fragmented and rapidly growing sector. Critical to any successful government services offering is the skillset, integrity and security clearances of those who execute on its strategy. Our deep bench of connected advisors and former government officials will be the catalyst to recruiting, retaining and developing an elite team of managers and employees, which we believe will enable us to exploit an opportunity in government services.

Aerospace

The aerospace industry has historically experienced attractive growth as passenger travel and worldwide trade and commerce have expanded at rates in excess of global GDP. The industry has also demonstrated growth through economic cycles and resilience to exogenous shocks such as 9/11, SARS and the global financial crisis. The COVID-19 pandemic has caused unprecedented disruption as the industry has experienced order delays and cancellations, and a significant reduction in flight activity, aircraft production and deliveries. In April 2020, global revenue per kilometer (“RPK”) plummeted 94.3% compared to April 2019. As passenger volume fell, the global passenger load factor reached an all-time low of approximately 58% in June 2020. In July 2020, approximately 42% of commercial jets were inactive, an increase from approximately 6% in July 2019. Although flights are increasing, with daily commercial flights approximately twice the April low, aerospace OEMs are preparing for an extended recovery. Both Boeing and Airbus announced pandemic-related production cuts in 2020 with Boeing reducing monthly 787/777 production by approximately 40%/60% and Airbus reducing its monthly production of A320/A330/A250 by approximately 30%. Boeing delayed its 737 production ramp, targeting 31 planes per month by 2022, a year later than their initial goal of 2021 while Airbus is preparing to operate at an extended 40% reduction in output in the near term and does not expect a recovery to pre-COVID-19 levels until 2023-2025. In July 2020, The International Air Transport Association’s (“IATA”) forecasted global passenger traffic (measured by RPK) will not recover to pre-COVID-19 levels until 2024. This disruption has presented the opportunity to acquire, at an attractive valuation, a differentiated business that operates in the global aerospace supply chain.

Although we are optimistic that healthcare innovations will eventually reverse the post-COVID-19 status quo, we believe aerospace will face a gradual and volatile recovery. The global aerospace supply chain is struggling with airline and OEM inventory de-stocking and reduced production rates while reduced flight activity and rotation of scheduled maintenance programs have reduced aftermarket volumes and MRO services. Many Tier 2 and Tier 3 suppliers lack sufficient capital and resources to withstand this disruption and elongated recovery. Yet these suppliers are critical to airframe and engine OEMs which are not in a position to financially or operationally support these suppliers, which they have traditionally done. We believe that we can find opportunities to provide needed capital at attractive valuations to Tier 2 and Tier 3 suppliers in the highly fragmented global aerospace supply chain landscape.

Given increased sophistication of next generation aircraft programs as well as the safety-critical nature and required quality performance characteristics of major aircraft systems and components, suppliers have historically generated attractive growth and margins. In addition, these suppliers earn significant revenues from aftermarket products and MRO services which tend to be high margin and recurring in nature. The technological shift to higher value parts and services, combined with added budgetary pressures is accelerating customer trends — delayering, a flight to quality, and outsourcing — that will catalyze a well-capitalized supplier with a strong, well-connected leadership team and scalable technology portfolio to capture value through further consolidation. We believe there are numerous suppliers that either prior to, or as a result of the pandemic are over-leveraged and require balance sheet repair. Many of these suppliers service critical military applications in addition to their civil customers, where our team is uniquely positioned to provide needed leadership to navigate the pandemic and to expand into new military and civil markets. Traditional private equity, government programs and bank support is not sufficient as there are a number of suppliers with fundamentally good businesses but inefficient balance sheets. This has created the need for third party capital and an experienced management team that can lead through this sector’s recovery.

Acquisition Criteria

We are searching for an opportunity where our differentiated team is uniquely positioned to add value. We believe the proposed target will have certain of the following characteristics:

• Opportunistic situation in defense, government services and aerospace sectors

• Attractive competitive dynamics

• History of strong free cash-flow generation

• Potential platform value conducive to future acquisitions

• Strong in-place management or strong potential additions from our network

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 key employees, document reviews and inspection of facilities, as well as a review of financial, operational, legal and other information that is made available to us. We will also utilize our operational and capital planning experience.

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

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

Our officers have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act, except other blank check companies organized by Pine Island Capital Partners, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination prior to November 19, 2022 or during any extended time that we have to consummate a business combination beyond 24 months as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension Period”). Any of our directors, our sponsor or any of its affiliates (other than our officers), may, following our initial business combination, sponsor or form, or in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Initial Business Combination

As required by the NYSE rules, our initial business combination will be approved by a majority of our independent directors. The NYSE rules also require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. Our board of directors will make the determination as to the fair market value of our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

We may, at our option, pursue an acquisition opportunity jointly with one or more parties affiliated with Pine Island Capital Partners, including, without limitation, officers and partners of Pine Island Capital Partners, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Pine Island Capital Partners, and/or investors in funds, accounts, co-investment vehicles and other entities managed by affiliates of Pine Island Capital Partners. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing equity to such parties. The amount and other terms and conditions of any such joint acquisition or equity issuance would be determined at the time thereof.

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

In addition, pursuant to an agreement entered into concurrently with the Initial Public Offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors.

Other Considerations

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

We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified 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. Pine Island Capital Partners and its affiliates are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to our sponsor, or any of our directors or officers as a suitable acquisition candidate for affiliates of Pine Island Capital Partners unless Pine Island Capital Partners or one of its affiliates, as applicable, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

Pine Island Capital Partners and its affiliates may raise investment funds or vehicles in the future, which may be during the period in which we are seeking our initial business combination. These investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity. In addition, our 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. Moreover, our officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Pine Island Capital Partners or one of its affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by Pine Island Capital Partners or one of its affiliated entities (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), Pine Island Capital Partners and its affiliated entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor.

Corporate Information

Our executive offices are located at 2455 E. Sunrise Blvd. Suite 1205, Fort Lauderdale, FL 33304 and our telephone number is (954) 526-4865.

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

In 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.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

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

Financial Position

With the funds available in our Trust Account, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us if needed to complete a transaction.

Effecting our Initial Business Combination

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

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-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 may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the Initial Public Offering and Private Placement, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

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

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or their respective affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, or their respective affiliates, we, or a committee of independent directors, 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. We are not required to obtain such an opinion in any other context.

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

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

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

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

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

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

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

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Lack of Business Diversification

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

Post-Combination Management Team

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

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

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

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

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

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

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

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

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

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

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

• the expected cost of holding a stockholder vote;

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

• other time and budget constraints of the company; and

• additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.

Permitted Purchases of Our Securities

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

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

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

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

Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination or Certain Stockholder Votes to Amend our Amended and Restated Certificate of Incorporation

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon (i) the completion of our initial business combination or (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. Such redemptions, if any, will be made at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the event triggering the right to redeem, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination or a stockholder vote to approve an amendment to our amended and restated certificate of incorporation, as described above.

Manner of Conducting Redemptions

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

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

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

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

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

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

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

• 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.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our initial stockholders, officers and directors have agreed to vote their founder shares and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need only 8,189,551, or 37.5% (assuming all outstanding shares are voted), or 1,364,926, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 21,838,800 public shares outstanding to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

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

Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

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

Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the initial business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

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

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

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

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until November 19, 2022 or during any Extension Period.

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated certificate of incorporation provides that we will have only 24 months from the closing of the Initial Public Offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period or any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.

Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination prior to November 19, 2022 or during any Extension Period. However, if our initial stockholders, officers or directors acquire public shares in or after the Initial Public 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 24-month time period.

Our initial stockholders, 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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

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

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, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Marcum LLP, our independent registered public accounting firm, and the underwriters of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the trust account.

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. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring 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 monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of the Initial Public Offering and the Private Placement with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors; however, such liability will not be greater than the amount of funds from our trust account received by any such stockholder. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the 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 Initial Public Offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

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 prior to November 19, 2022 or during any Extension Period may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, 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.

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 prior to November 19, 2022 or during any Extension Period, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination prior to November 19, 2022 or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 18th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

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 subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, 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. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

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

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier 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 any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we do not complete our business combination prior to November 19, 2022 or during any Extension Period, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights as described above. 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.

Competition

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

Facilities

Our executive offices are located at 2455 E. Sunrise Blvd. Suite 1205, Fort Lauderdale, FL 33304 and our telephone number is (954) 526-4865. Our executive offices are provided to us by an affiliate of our sponsor at no cost to us. We consider our current office space adequate for our current operations.

Employees

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

Item 1A. 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 annual report on Form 10-K, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks include the following:

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•● ~~You~~If ~~will~~we ~~not~~seek bestockholder ~~entitled~~approval toof ~~protections~~our ~~normally~~initial ~~afforded~~business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to ~~investors~~purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of ~~many~~our ~~other~~Class ~~blank~~A ~~check~~common ~~companies~~stock or public warrants.

•● You will not ~~have~~be ~~any~~entitled ~~rights or interests in funds from the trust account, except under certain limited circumstances. Therefore,~~ to ~~liquidate~~protections ~~your~~normally ~~investment,~~afforded ~~you may be forced~~ to ~~sell~~investors ~~your~~of ~~public~~many ~~shares~~other orblank ~~warrants,~~check ~~potentially at a loss~~companies.

•● IfYou ~~the~~will ~~net~~not ~~proceeds~~have ofany ~~the~~rights ~~Initial~~or ~~Public~~interests ~~Offering~~in ~~and~~funds ~~the~~from ~~Private Placement not being held in~~ the trust account, ~~are~~except ~~insufficient~~under tocertain ~~allow~~limited uscircumstances. Therefore, to ~~operate~~liquidate ~~until~~your ~~November 19~~investment, ~~2022,~~you itmay ~~could~~be ~~limit~~forced ~~the amount available~~ to ~~fund~~sell ~~our~~your ~~search~~public ~~for~~shares ~~a target business~~ or ~~businesses and our ability to complete our initial business combination~~warrants, ~~and~~potentially weat ~~will~~a ~~depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination~~loss.

•● ~~Our~~If the net proceeds of the Initial Public Offering and the Private Placement not being held in the trust account are insufficient to allow us to operate until November 19, 2022, it could limit the amount available to fund our search for a target business ~~combination,~~or businesses and ~~any~~our ~~target~~ability to complete our initial business ~~with~~combination, ~~which~~and we ~~ultimately~~will ~~consummate~~depend aon ~~business~~loans ~~combination~~from our sponsor, ~~may~~its beaffiliates ~~materially~~or ~~adversely~~members ~~affected~~of byour ~~the~~management ~~recent~~team ~~coronavirus~~to ~~(COVID-19)~~fund ~~outbreak~~our search and ~~the~~to ~~status~~complete ofour ~~debt~~initial ~~and~~business ~~equity markets~~combination.

•● ~~The~~Our ~~ability~~search offor ~~our~~a ~~public~~business ~~shareholders~~combination, toand ~~redeem~~any ~~their~~target ~~shares~~business ~~for~~with ~~cash~~which ~~may~~we ~~make~~ultimately ~~our~~consummate ~~financial~~a ~~condition unattractive to potential~~ business combination ~~targets~~, ~~which~~ may ~~make~~be itmaterially ~~difficult~~adversely ~~for~~affected usby tothe ~~enter~~coronavirus ~~into~~(COVID-19) apandemic ~~business~~and ~~combination~~the ~~with~~status aof ~~target~~debt and equity markets.

•● WeThe ~~are~~ability ~~not~~of ~~required~~our topublic ~~obtain~~stockholders anto ~~opinion~~redeem ~~from~~their anshares ~~independent~~for ~~accounting~~cash ormay ~~investment~~make ~~banking~~our ~~firm,~~financial ~~and~~condition ~~consequently,~~unattractive ~~you~~to ~~may~~potential ~~have~~business nocombination ~~assurance~~targets, ~~from~~which anmay ~~independent~~make ~~source~~it ~~that~~difficult ~~the price we are paying~~ for ~~the~~us ~~business is fair~~ to ~~our~~enter ~~shareholders~~into ~~from~~ a ~~financial~~business ~~point~~combination ofwith ~~view~~a target.

•● We ~~may~~are not berequired ~~able~~ to ~~consummate~~obtain an ~~initial~~opinion ~~business~~from ~~combination~~an ~~prior~~independent toaccounting ~~November~~or 19investment banking firm, ~~2022~~and consequently, inyou ~~which~~may ~~case~~have weno ~~would~~assurance ~~cease~~from ~~all~~an ~~operations~~independent ~~except~~source ~~for~~that the ~~purpose~~price ofwe ~~winding~~are uppaying ~~and~~for wethe ~~would~~business ~~redeem~~is fair to our ~~public~~stockholders ~~shares~~from ~~and~~a ~~liquidate~~financial point of view.

28● We may not be able to consummate an initial business combination prior to November 19, 2022, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

•● 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, directors or initial ~~shareholders~~stockholders which may raise potential conflicts of interest.

• Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after the Initial Public Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.1

•Table ~~Our~~of ~~sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.~~Contents

•● ~~Our~~Since our sponsor, executive officers and directors will ~~allocate~~lose their ~~time~~entire toinvestment ~~other~~in ~~businesses~~us ~~thereby~~if ~~causing~~our ~~conflicts~~initial ofbusiness ~~interest~~combination inis ~~their~~not ~~determination~~completed as(other than with respect to ~~how~~public ~~much~~shares ~~time~~they toacquire ~~devote~~during toor ~~our~~after ~~affairs.~~the ~~This~~Initial Public Offering), a conflict of interest ~~could~~may ~~have~~arise in determining whether a ~~negative~~particular ~~impact~~business oncombination ~~our~~target ~~ability~~is toappropriate ~~complete~~for our initial business combination.

•● Our ~~executive~~sponsor ~~officers,~~controls ~~directors,~~a ~~security~~substantial ~~holders~~interest ~~and~~in ~~their~~us ~~respective~~and ~~affiliates~~thus may ~~have~~exert ~~competitive~~a ~~pecuniary~~substantial ~~interests~~influence on actions requiring a stockholders vote, potentially in a manner that ~~conflict~~you ~~with~~do ~~our~~not ~~interests~~support.

~~Risks Related~~● to Our ~~Business~~executive officers and ~~the~~directors ~~Initial~~will ~~Business~~allocate ~~Combination~~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 ~~public~~ ~~stockholders~~executive ~~may~~officers, ~~not~~directors, besecurity ~~afforded~~holders anand ~~opportunity~~their torespective ~~vote~~affiliates ~~on our proposed initial business combination, which means we~~ may ~~complete~~ ~~our~~have ~~initial~~competitive ~~business~~pecuniary ~~combination~~interests ~~even~~that ~~though~~conflict awith ~~majority of~~ our ~~public stockholders do not support such a combination~~interests.

~~We may~~● ~~choose~~Our ~~not~~independent toregistered ~~hold~~public aaccounting ~~stockholder~~firm's ~~vote~~report tocontains ~~approve~~an ~~our~~explanatory ~~initial~~paragraph ~~business~~that ~~combination~~expresses ~~unless~~substantial ~~the~~doubt ~~initial~~about ~~business~~our ~~combination would~~ability ~~require stockholder approval under applicable law or stock exchange listing requirements or if we decide~~ to ~~hold~~continue ~~a stockholder vote for business or other reasons. Except~~ as ~~required by law, the decision as to whether we will seek stockholder approval of~~ a ~~proposed~~“going initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will 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 approvalconcern. ~~Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.~~”

If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

Pursuant to the letter agreement, our initial stockholders, officers and directors have agreed to vote their founder shares, as well as any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions), in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 8,189,551, or 37.5% (assuming all outstanding shares are voted), or 1,364,926, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 21,838,800 public shares outstanding to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). Our initial stockholders own shares representing 20% of our outstanding shares of common stock. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.2

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

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

29Item 1. Business.

~~Accordingly, if~~In wethis doAnnual ~~not~~Report ~~seek~~on ~~stockholder~~Form 10-K ~~approval, your only opportunity to affect~~ (the ~~investment~~“Form 10-K”), ~~decision~~references ~~regarding a potential business combination may be limited~~ to ~~exercising~~“Pine ~~your~~Island” ~~redemption~~or ~~rights within~~ the ~~period~~“Company” ofand ~~time~~to ~~(which~~“we,” ~~will~~“us” beand ~~at least 20 business days) set forth in~~ “our” ~~tender~~refer ~~offer documents mailed~~ to ~~our~~Pine ~~public~~Island ~~stockholders~~Acquisition ~~in which we describe our initial business combination~~Corp.

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

We ~~may~~ ~~seek~~are ~~to enter into an initial business combination agreement with~~ a ~~prospective~~blank ~~target~~check ~~that~~company ~~requires~~incorporated asin aDelaware ~~closing~~on ~~condition that~~August we21, ~~have~~2020 afor ~~minimum~~the ~~net~~purpose ~~worth~~of oreffecting a ~~certain amount of cash. If too many public stockholders exercise their redemption rights~~merger, we ~~would~~capital ~~not~~stock ~~be able to meet such closing condition and~~exchange, asasset ~~a result~~acquisition, ~~would~~stock ~~not be able to proceed with the initial business combination. Furthermore~~purchase, inreorganization noor ~~event~~similar ~~will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial~~ business combination ~~and~~with ~~after~~one ~~payment~~or ofmore ~~deferred~~businesses ~~underwriting commissions~~ (~~so that we are not subject to~~ the ~~SEC’s~~ “~~penny~~Business ~~stock~~Combination” ~~rules~~) ~~or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination~~. ~~Consequently,~~Our ifSponsor ~~accepting~~is ~~all~~Pine ~~properly~~Island ~~submitted redemption~~Sponsor ~~requests would cause our net tangible assets to be less than $5~~LLC,~~000,001~~ ~~upon consummation of our initial business combination and after payment of deferred underwriting commissions or such greater amount necessary to satisfy~~ a ~~closing~~Delaware ~~condition~~limited asliability ~~described above,~~company ~~we would not proceed with such redemption and~~ (the ~~related business combination and may instead search for an alternate business combination~~“Sponsor”). ~~Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.~~

The ~~ability~~ ofregistration statement for our initial public ~~stockholders~~offering to(the ~~exercise~~“Initial ~~redemption~~Public ~~rights~~Offering”) was declared effective on November 16, 2020. On November 19, 2020, we consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to athe ~~large~~Class A ~~number~~common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of ~~our~~$200.0 ~~shares~~million, ~~may~~and ~~not~~incurring ~~allow~~offering ~~us to~~costs ~~complete~~of approximately $11.7 million, inclusive of $7 million in deferred underwriting commissions. On November 20, 2020, the ~~most~~underwriters ~~desirable~~partially ~~business~~exercised ~~combination~~the orover-allotment ~~optimize~~option ~~our~~and ~~capital~~on ~~structure~~November 24, 2020, purchased an additional 1,838,800 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $18.4 million, and incurred additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees) (the “Over-Allotment”).

~~At the~~Simultaneously ~~time~~with wethe ~~enter~~closing ~~into~~of anthe ~~agreement~~Initial ~~for~~Public ~~our initial business combination~~Offering, we ~~will~~consummated ~~not know how many stockholders may exercise their redemption rights, and therefore will need to structure~~ the ~~transaction~~private ~~based~~placement on(“Private ~~our~~Placement”) ~~expectations as to the number~~ of ~~shares that~~4,000,000 ~~will~~warrants beat ~~submitted for redemption. If our initial business combination agreement requires us to use~~ a ~~portion of the cash in the trust account to pay the purchase~~ price, ~~or requires us to have a minimum amount~~ of ~~cash~~$1.50 atper ~~closing,~~warrant we(“Private ~~will~~Placement ~~need~~Warrants”) to ~~reserve a portion of~~ the ~~cash in the trust account to meet such requirements~~Sponsor, orgenerating ~~arrange~~gross ~~for~~proceeds ~~third-party financing. In addition, if a larger number~~ of ~~shares~~approximately ~~are~~$6.0 ~~submitted~~million. ~~for~~Simultaneously ~~redemption~~with ~~than we initially expected, we may need to restructure~~ the ~~transaction~~closing ~~to reserve a greater portion~~ of the ~~cash in the trust account or arrange for third~~Over-~~party~~Allotment ~~financing.~~on ~~Raising~~November 24, ~~additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore~~2020, ~~this~~ ~~dilution would increase to~~ the ~~extent~~Company ~~that~~consummated the ~~anti-dilution~~second ~~provisions~~closing of the ~~Class~~Private BPlacement, ~~common~~resulting ~~stock result~~ in the ~~issuance of~~purchase ~~Class A shares on a greater than one-to-one basis upon conversion~~ of ~~the~~an ~~Class~~aggregate ~~B common stock at the time~~ of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an ~~initial~~additional ~~business~~245,173 ~~combination.~~Private ~~The~~Placement ~~per-share~~Warrants ~~amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced~~ by the ~~deferred~~Sponsor, ~~underwriting~~generating ~~commission~~gross ~~and~~proceeds ~~after~~to ~~such redemptions,~~ the ~~per-share~~Company ~~value~~ of ~~shares~~approximately ~~held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions~~$368,000.

~~The ability~~Upon the closing of ~~our~~the ~~public~~Initial ~~stockholders~~Public toOffering ~~exercise~~and ~~redemption~~the ~~rights~~Private Placement on November 19, 2020, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with ~~respect~~Continental toStock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) ~~large~~of ~~number~~the Investment Company Act of ~~our~~1940, ~~shares~~as ~~could~~amended ~~increase~~(the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the ~~probability~~ ~~that~~Investment ~~our~~Company ~~initial~~Act, ~~business~~which ~~combination~~invest ~~would~~only bein ~~unsuccessful~~direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and ~~that~~(ii) the ~~you~~distribution ~~would~~of ~~have~~the Trust Account as described below. Upon the closing of the Over-Allotment on November 24, 2020, an additional amount of approximately $18.4 million was deposited to ~~wait~~the Trust Account, for ~~liquidation~~a intotal ~~order to~~of ~~redeem~~approximately ~~your~~$218.4 ~~stock~~million.

If ~~our~~ ~~initial~~we ~~business~~have ~~combination~~not ~~agreement~~completed ~~requires~~a usBusiness toCombination ~~use~~within a24 months ~~portion~~from of the ~~cash~~closing inof the ~~trust~~Initial ~~account~~Public toOffering, ~~pay~~or ~~the~~November 19, ~~purchase price~~2022, or ~~requires~~we uswill to(i) cease ~~have~~all aoperations ~~minimum~~except ~~amount~~for ofthe ~~cash~~purpose atof ~~closing~~winding up, ~~the~~(ii) as ~~probability~~promptly ~~that~~as ~~our~~reasonably ~~initial~~possible but not more than ten business days ~~combination~~thereafter, ~~would~~redeem bethe ~~unsuccessful is~~Public ~~increased.~~Shares, Ifat ~~our~~a ~~initial~~per-share ~~business~~price, ~~combination~~payable isin ~~unsuccessful~~cash, ~~you~~equal ~~would~~to ~~not~~the ~~receive~~aggregate ~~your~~amount ~~pro~~then ~~rata~~on ~~portion~~deposit ofin the ~~trust~~Trust ~~account until~~Account, weincluding ~~liquidate~~interest earned on the ~~trust~~funds ~~account.~~held Ifin ~~you~~the ~~are~~Trust inAccount ~~need~~and ofnot ~~immediate~~previously ~~liquidity,~~released ~~you~~to ~~could~~us ~~attempt~~to pay its taxes (less up to ~~sell~~$100,000 ~~your~~of ~~stock~~interest into ~~the~~pay ~~open market;~~dissolution ~~however~~expenses), atdivided ~~such~~by ~~time~~the ~~our~~number ~~stock~~of ~~may~~then ~~trade~~outstanding atPublic aShares, ~~discount~~which toredemption ~~the~~will ~~pro~~completely ~~rata~~extinguish ~~amount~~Public ~~per~~Stockholders’ ~~share~~rights inas stockholders (including the ~~trust~~right ~~account.~~to Inreceive ~~either situation~~further liquidating distributions, ~~you~~if ~~may~~any), ~~suffer~~and a(iii) as ~~material~~promptly ~~loss~~as onreasonably ~~your~~possible ~~investment~~following orsuch ~~lose~~redemption, subject to the ~~benefit~~approval of ~~funds~~the ~~expected~~remaining instockholders ~~connection~~and ~~with~~ our ~~redemption until~~board weof directors, liquidate orand ~~you~~dissolve, ~~are~~subject ~~able~~in each case to ~~sell~~our ~~your~~obligations ~~stock~~under inDelaware law to provide for claims of creditors and the ~~open~~requirements ~~market~~of other applicable law.

303

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

~~Any potential~~Pine ~~target~~Island ~~business~~Capital with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination prior to November 19, 2022 or seek a stockholder approved extension of such period. Consequently, such target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.Partners

Our ~~search~~ ~~for~~sponsor is an entity affiliated with Pine Island Capital Partners. Pine Island Capital Partners is a ~~business~~private ~~combination~~equity firm founded in 2018 by John A. Thain and Philip A. Cooper on the idea that a talented group of accomplished, highly respected, commercially-savvy and ~~any~~long-tenured ~~target~~former ~~business~~government and military officials, when fully aligned and engaged, could enable a first-class investment team with ~~which~~better weaccess, ~~ultimately~~better ~~consummate~~information, better expertise and better management skills than those typically found in private equity firms. Pine Island Capital Partners’ team includes four former senators, a ~~business~~former ~~combination~~House Majority Leader and longstanding board member of a large aerospace company, ~~may~~a ~~be materially~~former ~~adversely~~Chairman ~~affected~~of bythe Joint Chiefs of Staff, a former astronaut and Administrator of the ~~coronavirus~~National Aeronautics and Space Administration (~~COVID-19~~NASA), ~~pandemic~~a ~~and~~former ~~the~~Director ~~status~~of Defense Intelligence, a former U.S. Chief of ~~debt~~Protocol, a former U.S. Ambassador to the United Nations for Special Political Affairs and ~~equity~~a ~~markets~~former Under Secretary of Defense.

~~The coronavirus~~Although ~~(COVID-19)~~Pine ~~pandemic~~Island ~~has~~Capital ~~resulted,~~Partners ~~and~~is ~~other~~a ~~infectious~~generalist ~~diseases could result~~firm, ingiven athe ~~widespread~~background ~~health~~of ~~crisis~~its ~~that~~team, ~~could adversely~~Pine ~~affect~~Island ~~the~~Capital ~~economies~~Partners ~~and~~spends ~~financial markets worldwide, and~~ the ~~business~~majority of ~~any~~its ~~potential~~time ~~target~~focused ~~business~~in ~~with~~the ~~which~~aerospace, ~~we consummate~~defense ~~a business combination could be materially~~ and ~~adversely~~government ~~affected.~~services ~~Furthermore~~sectors, wewhere ~~may~~Pine beIsland ~~unable~~Capital toPartners ~~complete~~believes ait ~~business combination~~has ifextensive ~~continued~~connections ~~concerns relating~~ to ~~COVID-19~~industry ~~restrict travel~~leaders, ~~limit~~unusual ~~the~~access ~~ability~~ to ~~have~~information, ~~meetings~~and ~~with~~often ~~potential~~unique ~~investors or~~insights ~~the~~into ~~target~~specific ~~company’s personnel~~companies, ~~vendors~~programs and ~~services~~overall ~~providers~~market ~~are~~dynamics. ~~unavailable~~Pine toIsland ~~negotiate~~Capital ~~and~~Partners ~~consummate~~has amade ~~transaction~~ two acquisitions in athe ~~timely~~past ~~manner,~~twelve months: orthe ifacquisition ~~COVID-19~~of ~~causes~~Precinmac, a ~~prolonged~~precision ~~economic~~machining ~~downturn. The extent to which COVID-19 impacts our search for a~~ business ~~combination~~with ~~will~~significant ~~depend~~exposure onto ~~future~~aerospace ~~developments, which are highly uncertain~~ and ~~cannot~~defense beend ~~predicted~~markets, ~~including new information which may emerge concerning the severity of COVID-19~~ and ~~the~~InVeris ~~actions~~Training toSolutions ~~contain~~(formerly ~~COVID-19~~Meggitt orTraining ~~treat its impact~~Systems), ~~among~~a ~~others. If the disruptions posed by COVID-19 or other matters of~~ global ~~concern~~leader ~~continue~~in ~~for~~weapons ~~an extensive period of time~~safety, ~~our~~judgment ~~ability~~and ~~to consummate~~tactical atraining ~~business~~solutions ~~combination,~~for ormilitary ~~the~~and ~~operations~~law ofenforcement ~~a target business with which we ultimately consummate a business combination, may be materially adversely affected~~customers.

~~In addition,~~Pine ~~our~~Island ~~ability~~Capital toPartners ~~consummate~~operates as a ~~business~~single, ~~combination~~unified ~~may~~team bewhere ~~dependent~~former onleaders and commanders work with proven investment professionals across sourcing, information gathering and analysis, and operational execution. In managing the ~~ability~~investment firm and its activities, Pine Island Capital Partners brings to ~~raise~~bear ~~equity~~its collective skills, knowledge and ~~debt~~judgment ~~financing,~~ to develop a unique lens through which ~~may~~it beevaluates ~~impacted~~targets, bymakes ~~COVID-19~~investment decisions, and ~~other~~manages ~~events,~~businesses. ~~including~~All asof athe ~~result~~Pine Island Capital Partners team members are highly engaged with the firm: all of ~~increased~~the ~~market~~team ~~volatility,~~members ~~decreased~~are ~~market~~each ~~liquidity~~ individually investors in the firm and ~~third-party~~are ~~financing~~investors ~~being~~in ~~unavailable~~our onsponsor. ~~terms~~Our ~~acceptable~~sponsor utilizes the entire Pine Island Capital Partners platform to ushelp oreffect ata ~~all~~business combination including the firm’s resources in sourcing, research, analytics, diligence, underwriting, structuring and execution.

~~The COVID-19~~We ~~pandemic~~believe ~~may~~that ~~also~~with ~~have~~our ~~the~~access, ~~effect~~network ofand ~~heightening~~expertise, ~~many~~we are well-suited to take advantage of the ~~other~~current ~~risks~~and ~~described~~future opportunities present in ~~this~~the ~~“Risk~~aerospace, ~~Factors” section~~defense and government services industries. Further, ~~such~~we believe the ability to assess and recruit top talent is a competitive strength of Pine Island Capital Partners and we plan to augment our team as ~~those~~necessary ~~related~~to further strengthen our capabilities and expertise as we pursue an initial business combination. Pine Island Capital Partners has a powerful network in our target industries and we expect to be able to source, diligence and execute an attractive business combination for our investors. Additionally, we believe that the ~~market~~reputations and networks of Pine Island Capital Partners’ team, both individually and collectively, ensure exposure to a significant number of proprietary opportunities. We are seeking to make an investment in a business or businesses where our team can help create substantial value for all stakeholders and attractive returns for our ~~securities~~investors. We expect that our target will have strong cash flow generating capabilities, a defensible competitive position, multiple avenues for growth, and ~~any~~will ~~cross-border~~benefit ~~transactions~~from the involvement of our team.

~~We may~~Our ~~not~~Management be able to complete our initial business combination within the prescribed timeframe, 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 $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.Team

~~Our amended~~John ~~and~~A. ~~restated~~Thain, ~~certificate~~our Chairman of ~~incorporation~~the ~~provides~~Board, ~~that~~is wea ~~must~~co-founder ~~complete~~of ~~our~~Pine ~~initial~~Island ~~business~~Capital ~~combination~~Partners ~~within~~and 24is ~~months from~~ the ~~closing~~Chairman of the ~~Initial~~firm’s ~~Public~~Investment ~~Offering~~Committee. WeMr. Thain ~~may~~has ~~not~~40 years beof ~~able~~experience toin ~~find~~the afinancial ~~suitable~~services ~~target~~sector ~~business~~ and ~~complete~~has ~~our~~held ~~initial business~~multiple ~~combination~~senior ~~within~~leadership ~~such~~positions ~~time~~at ~~period.~~some ~~For~~of ~~instance, given~~ the ~~highly~~world’s ~~regulated~~largest ~~nature~~financial ofinstitutions. ~~the~~Most ~~defense~~recently, ~~government~~from ~~service and~~2010 ~~aerospace~~to ~~industries~~2016, ithe ~~may~~served beas ~~more~~CEO ~~difficult to find a suitable target business~~ and ~~complete~~Chairman ~~our~~of ~~initial~~CIT ~~business~~Group ~~combination within~~where ~~such~~he ~~time~~successfully ~~period~~led onthe ~~terms~~firm ~~and~~out ~~conditions that are satisfactory to us, whether as a result~~ of ~~the~~bankruptcy ~~regulatory environment applicable to its business or our existing corporate structure and ownership. Further~~protection, ~~changes~~lowered ~~in governmental policies or defense spending in~~ the ~~United~~firm’s ~~States~~funding ~~or other international jurisdictions may make the defense~~costs, ~~government~~improved ~~services~~returns and ~~aerospace~~grew ~~industries less~~CIT ~~attractive~~substantially. ~~industries~~Prior ~~than~~to ~~are~~CIT, ~~currently expected~~Mr. Thain Ifwas wethe ~~have~~last ~~not~~CEO ~~completed~~and ~~our~~Chairman ~~initial~~of ~~business~~Merrill ~~combination~~Lynch & ~~within such time period or during any Extension Period~~Co., Inc. webefore ~~will:~~orchestrating ~~(i)~~a ~~cease~~sale ~~all~~to ~~operations~~Bank ~~except~~of ~~for~~America at the ~~purpose~~height of ~~winding~~the ~~up,~~financial ~~(ii)~~crisis. asHe ~~promptly as~~was ~~reasonably~~also ~~possible~~CEO ~~but~~of ~~not more than ten business days thereafter, redeem~~ the ~~public~~New ~~shares,~~York atStock ~~a per-share price~~Exchange, ~~payable in~~where ~~cash,~~he ~~equal~~led to the ~~aggregate~~NYSE ~~amount~~through ~~then~~successful onmergers ~~deposit~~with inArchipelago ~~the~~Holdings ~~trust account including interest earned on the funds held in the trust account~~ and ~~not~~Euronext ~~previously released~~ to uscreate tothe ~~pay~~world’s ~~our~~largest ~~franchise~~ and ~~income~~most ~~taxes~~liquid ~~(less~~exchange ~~up to $100~~group,~~000~~ ofand ~~interest~~spent tonearly ~~pay dissolution~~25 years ~~expenses),~~at ~~divided~~Goldman ~~by the number of then outstanding public shares~~Sachs, ~~which~~where ~~redemption~~he ~~will~~served ~~completely extinguish public stockholders’ rights~~ as ~~stockholders (including the right to receive further liquidating distributions~~President, ~~if any)~~Co-COO, ~~subject to applicable law~~CFO, and ~~(iii)~~Head ~~as promptly as reasonably possible following such redemption, subject to the approval~~ of ~~our remaining stockholders and our board of directors~~Operations, ~~dissolve~~Technology and ~~liquidate,~~Finance. ~~subject~~Mr. Thain incurrently ~~each~~serves ~~case~~as toa ~~our~~member ~~obligations under Delaware law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~board of ~~other~~directors ~~applicable~~at ~~law.~~Uber InTechnologies ~~such case, our public stockholders may only receive $10.00 per share,~~ and ~~our~~as ~~warrants~~a ~~will~~member ~~expire~~of ~~worthless.~~the InSupervisory ~~certain~~Board ~~circumstances,~~of ~~our~~Deutsche ~~public~~Bank ~~stockholders may receive less than $10~~AG.00 ~~per~~He ~~share~~earned onhis ~~the~~BS ~~redemption~~from ofMIT ~~their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced~~ and ~~the~~an ~~per-share~~MBA ~~redemption~~from ~~amount~~Harvard ~~received~~Business ~~by stockholders may be less than $10~~School.~~00 per share” and other risk factors below.~~

314

~~If we~~Table ~~seek stockholder approval~~ of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares or public warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A common stock.Contents

~~If we~~Philip ~~seek~~A. ~~stockholder~~Cooper, ~~approval~~our ofChief ~~our~~Executive ~~initial~~Officer ~~business~~and ~~combination~~director, is a co-founder and wemanaging dopartner ~~not~~of ~~conduct~~Pine ~~redemptions~~Island inCapital ~~connection~~Partners. ~~with~~Mr. Cooper ~~our~~has ~~initial business~~over ~~combination~~40 years ~~pursuant~~of toexperience ~~the~~in ~~tender~~private ~~offer~~equity ~~rules~~as an entrepreneur, ~~our~~principal ~~sponsor~~investor, ~~directors~~fund investor, ~~officers~~and secondary investor. Mr. Cooper was previously a Partner at Goldman Sachs, ~~advisors~~where orhe ~~their~~helped ~~affiliates~~conceive, ~~may~~found ~~purchase public~~and ~~shares~~lead orthe ~~public~~Goldman ~~warrants~~Sachs orPrivate aEquity ~~combination~~Group ~~thereof~~and, inas ~~privately~~chief ~~negotiated~~investment ~~transactions~~officer, oroversaw hundreds of investments in ~~the~~companies, ~~open~~funds ~~market~~and ~~either~~secondaries. ~~prior to~~He orimplemented ~~following~~innovative portfolio construction and risk control methods for private equity, direct and secondary investing funds, and designed and managed the ~~completion~~Vintage Funds — one of ~~our~~the ~~initial~~industry’s ~~business~~largest ~~combination~~secondary funds. While at Goldman Sachs, ~~although~~Mr. Cooper ~~they~~served ~~are~~on ~~under~~the noGoldman ~~obligation~~Sachs toAsset doManagement ~~so.~~Risk ~~However~~Committee, ~~they have~~Operating noCommittee, ~~current~~and ~~commitments~~Goldman Sachs Technology Committee. Since retiring as a Goldman Sachs Partner in 2004, ~~plans~~Mr. Cooper has served as a Partner or ~~intentions~~Special toPartner ~~engage~~at inseveral ~~such~~private ~~transactions~~equity firms and ~~have~~was ~~not~~a ~~formulated~~Senior ~~any~~Lecturer ~~terms~~in orprivate ~~conditions for~~equity ~~any~~at ~~such~~MIT’s ~~transactions~~Sloan School of Business. ~~None~~He also served as Vice Chairman of the ~~funds~~Forsyth inInstitute Investment Committee and served on the ~~trust~~Children’s ~~account~~Hospital ~~will~~(Boston) beEndowment ~~used~~Investment toCommittee. ~~purchase~~Mr. Cooper ~~public~~earned ~~shares~~his orBA ~~public~~from ~~warrants~~Syracuse ~~in such~~University ~~transactions~~and an MBA from MIT, where he was an Alfred Sloan Fellow.

~~Such a~~Charles ~~purchase~~G. ~~may~~Bridge, Jr., ~~include~~our aChief ~~contractual~~Financial ~~acknowledgement~~Officer ~~that~~and ~~such stockholder~~Secretary, ~~although~~has ~~still~~30 years ~~the record holder~~ of ~~our~~broad ~~shares~~experience ~~is no longer the beneficial owner thereof~~ and ~~therefore~~knowledge ~~agrees~~in ~~not~~finance, toprivate ~~exercise~~equity, ~~its~~fund ~~redemption~~administration ~~rights.~~and ~~In the event that our sponsor~~compliance, ~~directors,~~ ~~officers,~~having ~~advisors~~served ~~or their affiliates purchase public shares~~ in ~~privately~~executive ~~negotiated~~positions ~~transactions~~for ~~from~~venture ~~public~~capital ~~stockholders who~~and ~~have~~private ~~already~~equity ~~elected to exercise their redemption rights~~partnerships, ~~such~~fund ~~selling~~of ~~stockholders~~funds ~~would~~and beoperating ~~required~~companies. ~~to revoke their prior elections to redeem their shares~~Mr. Bridge ~~The~~gained ~~purpose~~his ofprivate ~~such~~equity ~~purchases~~experience ~~could~~as beboth toa ~~vote~~General ~~such~~Partner ~~shares in favor of the initial business combination~~ and ~~thereby~~CFO. ~~increase~~He ~~the~~began ~~likelihood~~his ofprivate ~~obtaining~~equity ~~stockholder~~career ~~approval~~in of2000 ~~the~~at ~~initial~~Boston ~~business~~Capital ~~combination~~Ventures, orwhich tospecialized ~~satisfy a closing condition~~ in anemerging ~~agreement~~growth ~~with~~and ainformation ~~target~~technologies ~~that~~investing. ~~requires~~Following usBoston toCapital ~~have~~Ventures, ain ~~minimum~~2003, ~~net~~Mr. Bridge ~~worth~~helped orfound aBrooke ~~certain~~Private ~~amount~~Equity ofAssociates, ~~cash~~growing at the ~~closing~~firm ofmeaningfully. ~~our~~After ~~initial~~Brooke ~~business~~Private ~~combination~~Equity, ~~where~~Mr. Bridge itserved ~~appears~~as ~~that~~CFO ~~such~~of ~~requirement~~MPM ~~would~~Capital ~~otherwise~~from ~~not~~September 2010 beto ~~met~~October 2011. ~~The~~Most ~~purpose of~~recently, ~~any~~Mr. Bridge ~~such~~served ~~purchases~~as ofCFO ~~public warrants could be to reduce the number~~ of ~~public~~WAVE ~~warrants~~Equity ~~outstanding~~Partners orfrom to2011 ~~vote~~through ~~such~~August 2020. ~~warrants on~~Mr. Bridge ~~any~~also ~~matters~~owns ~~submitted~~Godding toCapital, ~~the~~LLC, ~~warrant~~a ~~holders~~family ~~for~~office ~~approval~~founded in ~~connection with our initial business combination~~2018. ~~Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible~~Mr. ~~Any~~ Bridge ~~such~~holds ~~purchases~~an ~~will~~MBA befrom ~~reported~~Northeastern ~~pursuant~~University ~~to Section 13~~ and ~~Section~~a 16BS ofin ~~the~~Business ~~Exchange~~Administration ~~Act~~from to the ~~extent~~University ~~such~~of ~~purchasers are subject to such reporting requirements~~Maine.

~~In addition,~~Our ifDirectors ~~such purchases are made, the public “float” of our Class A common stock or public warrants~~ and the ~~number of~~Pine ~~beneficial~~Island ~~holders~~Capital ofPartners ~~our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.~~Team

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

~~We will~~Our ~~comply~~management ~~with~~team’s ~~the~~experience ~~tender~~is ~~offer~~complemented ~~rules~~by ~~or proxy rules, as applicable, when conducting redemptions in connection with~~ our ~~initial business~~directors ~~combination.~~and ~~Despite~~the ~~our~~Pine ~~compliance~~Island ~~with~~Capital ~~these~~Partners ~~rules~~team, ifwho abring ~~stockholder~~invaluable ~~fails~~insight tointo ~~receive~~the ~~our~~industry ~~tender offer or proxy materials~~landscape, as ~~applicable,~~deep ~~such~~knowledge ~~stockholder may not become aware~~ of the ~~opportunity~~industry toand ~~redeem~~unparalleled ~~its~~defense ~~shares~~and government experience. In addition, ~~proxy materials or tender offer documents, as applicable, that we will furnish~~ to ~~holders~~John ofA. ~~our~~Thain ~~public~~and ~~shares~~Philip in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares, which may include the requirement that a beneficial holder must identify itselfA. ~~For example~~Cooper, wewho ~~may require our public stockholders seeking to exercise their redemption rights, whether they~~ are ~~record holders or hold their shares in “street name~~directors,~~” to~~ ~~either tender their certificates to our transfer agent prior to~~ the ~~date~~following ~~set~~individuals ~~forth~~serve inas the tender offer documents mailed to such holders, or up to two business days prior to the initial vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business — Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination or Certain Stockholder Votes to Amend our Amended and Restated Certificate of Incorporation — Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rightsdirectors.”

32Ambassador Stuart W. Holliday has served on our board of directors since 2020. Ambassador Holliday joined the Pine Island Capital Partners team in 2018 and served as U.S. Ambassador for Special Political Affairs at the United Nations and Coordinator (Assistant Secretary) of the U.S. International Information Programs. Previously, Ambassador Holliday was Special Assistant to the President at the White House coordinating all executive branch appointments in foreign policy, defense national security and intelligence, and homeland security. He also served as Policy Advisor to then Governor of Texas on economic development, international trade, technology and military issues. Since 2006, Ambassador Holliday has served as President and CEO of Meridian International Center, a leading non-partisan institution that seeks to advance global security and prosperity through effective leadership and diplomacy. Ambassador Holliday also served as an intelligence officer in the U.S. Navy during Operation Desert Storm and is a regular contributor to CNN and Fox News. Ambassador Holliday earned a BSFS from Georgetown University and a master’s degree from the London School of Economics.

~~You will~~Ambassador ~~not~~Capricia beP. ~~entitled~~Marshall has served on our board of directors since 2020. Ms. Marshall joined the Pine Island Capital Partners team in 2018 and previously served as Chief of Protocol of the United States from 2009 to ~~protections~~2013, ~~normally~~setting ~~afforded~~the stage for diplomacy at the highest levels. From 1997 to ~~investors~~2001, Ms. Marshall also served as Deputy Assistant to the President and White House Social Secretary. Ms. Marshall’s book on cultural diplomacy was published in 2020 by Harper Collins division ECCO, advising readers on the use of ~~many~~protocol ~~other~~as ~~blank~~a ~~check~~tool ~~companies~~for leveraging influence. Ms. Marshall currently serves as Ambassador-in-Residence at the Atlantic Council in Washington, DC and as President of Global Engagement Strategies, which advises international public and private clients on issues relating to the nexus of business and politics. Ms. Marshall is also on the Case Western University International Advisory Board, the Boards of Trustees for the Blair House Restoration Fund and the Sibley Memorial Hospital, and is a member of the Council of American Ambassadors. Ms. Marshall earned her BA from Purdue University and a JD from Case Western Reserve University School of Law.

Since the net proceeds of the Initial Public Offering and the Private Placement 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 had net tangible assets in excess of $5,000,000 upon the completion of the Initial Public Offering and the Private Placement and filed 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 will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if we were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

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

~~If we~~Michael ~~seek~~E. ~~stockholder~~Roemer ~~approval~~has ofserved on our ~~initial~~board ~~business~~of ~~combination~~directors ~~and~~since we2020. doMr. Roemer ~~not~~is ~~conduct~~currently ~~redemptions~~the inChief ~~connection~~Risk ~~with~~Officer ~~our~~of ~~initial business~~Discover ~~combination~~Financial ~~pursuant~~Services. toHe ~~the~~previously ~~tender~~served ~~offer~~as ~~rules,~~Chief ~~our~~Compliance ~~amended~~Officer ~~and~~for ~~restated~~Wells ~~certificate~~Fargo offrom ~~incorporation~~January 2018 ~~will~~through ~~provide~~August 2020. ~~that a~~Prior ~~public~~to ~~stockholder~~joining Wells Fargo, ~~together~~Mr. Roemer ~~with~~was ~~any~~the ~~affiliate~~group head of ~~such~~compliance ~~stockholder~~at orBarclays ~~any~~PLC ~~other~~in ~~person~~London, ~~with~~United ~~whom~~Kingdom ~~such~~from ~~stockholder~~2014 isthrough ~~acting in~~2017. ~~concert~~He orwas as a ~~“group”~~member ~~(as~~of ~~defined~~the ~~under~~executive ~~Section~~committee 13and also served as the co-chair of Barclays’ executive diversity and inclusion committee. Mr Roemer was the ~~Exchange~~Chief ~~Act),~~Internal ~~will~~Audit beExecutive ~~restricted~~at Barclays from ~~seeking~~2012 ~~redemption rights~~through ~~with~~2013. ~~respect~~Prior to ~~more~~his ~~than~~time anat ~~aggregate~~Barclays, ofMr. Roemer ~~15%~~served ofas ~~the~~chief ~~shares~~auditor ~~sold~~at inCIT ~~the~~Group Inc., ~~Initial~~reporting ~~Public~~directly ~~Offering~~to ~~without~~the ~~our~~board ~~prior~~audit ~~consent, which~~committee wewith ~~refer~~global toresponsibility asfor the ~~“Excess~~internal ~~Shares~~audit function.” ~~However~~Prior to CIT Group, wehe ~~would~~was ~~not~~the bechief ~~restricting~~audit ~~our~~executive ~~stockholders’~~at ~~ability~~AIG from 2005 to ~~vote~~ ~~all~~2009. ofPrior ~~their~~to ~~shares~~AIG, ~~(including~~he ~~Excess~~spent ~~Shares)~~23 years ~~for~~at orJP ~~against~~Morgan ~~our~~Chase ~~initial~~and ~~business~~its ~~combination~~predecessor organizations. ~~Your~~Mr. Roemer ~~inability~~serves toon ~~redeem~~ the ~~Excess~~ ~~Shares~~board ~~will~~of ~~reduce~~directors ~~your~~of ~~influence~~the ~~over~~Ronald ~~our~~McDonald ~~ability~~House toof ~~complete~~New ~~our~~York ~~initial~~and ~~business~~is ~~combination~~the ~~and~~audit ~~you~~committee ~~could~~chair. ~~suffer~~Previously, ~~a material~~he ~~loss~~served on ~~your~~the ~~investment~~advisory inboard usof ifMake-A-Wish ~~you~~Foundation ~~sell~~of ~~Excess~~Metro ~~Shares~~New inYork ~~open~~and ~~market~~was ~~transactions.~~their ~~Additionally,~~audit ~~you~~committee ~~will~~chair. ~~not~~He ~~receive redemption~~also ~~distributions~~served ~~with~~on ~~respect~~the toaudit committee of the ~~Excess~~Roman ~~Shares~~Catholic ifDiocese weof ~~complete~~Rockville ~~our~~Centre ~~initial~~in ~~business~~New ~~combination~~York. ~~And~~Mr. Roemer asearned ahis ~~result~~bachelor’s degree in accounting from St. John’s University, ~~you will~~and ~~continue~~he tocompleted ~~hold~~the ~~that~~Tuck ~~number~~Executive Program at the Tuck School of ~~shares~~Dartmouth ~~exceeding~~College. ~~15%~~Mr. ~~and,~~Roemer’s inexperience ~~order~~leading tointernal ~~dispose~~audit ofand ~~such~~compliance ~~shares,~~functions ~~would~~at belarge ~~required~~multi-national toinstitutions ~~sell~~will ~~your stock~~give inour ~~open~~board ~~market~~of ~~transactions~~directors insight into financial, ~~potentially~~accounting atand aauditing ~~loss~~matters.

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

~~We expect~~In toaddition ~~encounter competition from other entities having a business objective similar~~ to ~~ours,~~the ~~including~~management ~~private~~team ~~investors (which may be individuals or investment partnerships), other blank check companies~~ and ~~other~~board ~~entities competing for the types~~ of ~~businesses we~~directors ~~intend~~described ~~to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting~~above, ~~directly~~the orPine ~~indirectly,~~Island ~~acquisitions~~Capital ofPartners ~~companies~~team ~~operating~~will indevote ortheir ~~providing~~time ~~services to various industries. Many of these competitors possess similar technical, human~~ and ~~other~~expertise ~~resources~~ to ours, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the ~~net~~pursuit ~~proceeds of the Initial Public Offering~~ and ~~the~~execution ~~Private Placement, 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, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination,. ~~target~~These ~~companies~~team ~~will~~members ~~be aware that this may present closing risk by reducing the resources available to us for our initial business combination.~~include:

33● Major General Charles Frank Bolden Jr., Retired

~~Additionally, potential~~● target companies may be less inclined to consummate a transaction with us because definitive documentation for such a transaction will preclude any recourse against our trust account, meaning that potential counterparties may determine that they do not have adequate contractual remedies in the event a transaction fails to closeU. ~~These factors may place us at a competitive disadvantage in successfully negotiating an initial business combination~~S. IfSenator weSaxby do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.Chambliss

~~If the~~● net proceeds of the Initial Public Offering and the Private Placement not being held in the trust account are insufficient to allow us to operate until November 19, 2022, we may be unable to complete our initial business combination, in which case our public stockholders may only receive $10U.00S. ~~per~~Senator ~~share,~~Tom ~~or less than such amount in certain circumstances, and our warrants will expire worthless.~~Daschle

~~The funds~~● ~~available to us outside of the trust account may not be sufficient to allow us to operate until November 19, 2022, assuming that our initial business combination is not completed during that time~~U. ~~We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate until November 19, 2022; however, we cannot assure you that our estimate is accurate~~S. OfSenator ~~the~~Byron ~~funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business~~L. 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 or merger agreements 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 initial business combination, although we do not have any current intention to do so. If we entered into a letter of intent or other agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.Dorgan

~~If the~~● ~~net~~Lucas proceeds of the Initial Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay our franchise and income taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.Evans

~~Of the~~● ~~net~~Under ~~proceeds~~Secretary of ~~the~~Defense ~~Initial~~for ~~Public~~Policy ~~Offering~~Michéle ~~and the sale of the private placement warrants, only approximately $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements~~A. In the event that our offering expenses exceed our estimate of $1,000,000, 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. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the Initial Public Offering expenses are less than our estimate of $1,000,000, 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 sponsor, management team or other third parties to operate or may be forced to liquidate. None of our sponsor, members of our management team nor any of their affiliates 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. Up to $1,500,000 of such loans may be converted into private placement-equivalent warrants at a price of $1.50 per warrant at the option of the lender. Prior to the completion of our initial business combination, 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 are unable to obtain these loans, we may be unable to complete our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.Flournoy

34● Representative Richard Gephardt

~~Subsequent to~~● ~~the~~Robert 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.Knox

~~Even if~~● weMatthew 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 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 debt financing to partially finance the initial business combination. Accordingly, any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination constituted an actionable material misstatement or omission.Levine

~~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~~Wm.00 ~~per~~Russell ~~share.~~Mann

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

35● U.S. Senator Don Nickles

~~Examples of~~● ~~possible~~Lieutenant ~~instances~~General ~~where~~Vincent 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 additionStewart, ~~there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of~~USMC, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.Retired

~~Our directors~~● ~~may~~Clyde ~~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.~~Tuggle

~~In the~~Retired ~~event~~Marine ~~that~~Corps ~~the~~Major ~~proceeds~~General inCharles ~~the~~Frank ~~trust~~Bolden ~~account~~Jr. ~~are~~was ~~reduced below~~ the ~~lesser~~Administrator of ~~(i)~~NASA ~~$10.00~~from ~~per~~July ~~share~~2009 ~~and~~until ~~(ii)~~January ~~the~~2017. ~~actual~~General ~~amount per~~Bolden’s ~~share~~34 ~~held~~year incareer with the ~~trust~~Marine ~~account~~Corps included 14 years as a member of NASA’s Astronaut Office. After joining the ~~date~~office ofin 1980, he traveled into orbit four times aboard the ~~liquidation~~space shuttle between 1986 and 1994, commanding two of the ~~trust~~missions ~~account~~and ifpiloting ~~less~~two ~~than $10~~others.00 ~~per~~Today, ~~share~~in ~~due~~addition to ~~reductions~~ inhis numerous professional affiliations, General Bolden serves as the ~~value~~Founder and CEO Emeritus of ~~the~~The ~~trust~~Charles ~~assets,~~F. inBolden ~~each~~Group, ~~case~~providing ~~net~~leadership ofin the ~~interest~~areas ~~which~~of ~~may~~Space/Aerospace beExploration, ~~withdrawn~~National toSecurity, ~~pay~~STEM+AD ~~taxes,~~Education and ~~our~~Health ~~sponsor asserts~~Initiatives. ~~that~~General itBolden is ~~unable~~a tograduate ~~satisfy~~of ~~its~~C.A. ~~obligations~~Johnson orHigh ~~that~~School itin ~~has~~Columbia, noSC. ~~indemnification~~He ~~obligations~~earned ~~related~~a toBachelor aof ~~particular~~Science ~~claim, our~~degree ~~independent~~from ~~directors~~the ~~would~~U.S. ~~determine~~Naval ~~whether~~Academy toand ~~take~~a ~~legal~~Master ~~action~~of ~~against~~Science ~~our~~degree ~~sponsor~~from tothe ~~enforce~~University ~~its~~of ~~indemnification~~Southern ~~obligations~~California.

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.6

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

~~We have~~Senator ~~agreed~~Saxby toChambliss ~~indemnify~~joined ~~our officers and directors to~~ the ~~fullest~~Pine ~~extent~~Island ~~permitted~~Capital byPartners ~~law.~~team ~~However,~~in ~~our~~2018 ~~officers~~ and ~~directors have~~is ~~agreed~~a toformer ~~waive~~two-term ~~(and~~U.S. ~~any~~Senator ~~other~~(Georgia) ~~persons~~and ~~who~~four-term ~~may~~member ~~become~~of ~~an officer or director prior to~~ the ~~initial~~U.S. ~~business~~House ~~combination~~of ~~will also~~Representatives. beSenator ~~required~~Chambliss tois ~~waive)~~the ~~any~~former ~~right,~~Vice ~~title,~~Chairman ~~interest or claim~~ of ~~any~~the ~~kind~~Senate inSelect orCommittee toon ~~any~~Intelligence ~~monies~~and in the ~~trust~~former ~~account~~Chairman ~~and~~of ~~not to seek recourse against~~ the ~~trust~~House ~~account~~Intelligence ~~for~~Subcommittee ~~any~~on ~~reason~~Terrorism ~~whatsoever~~and ~~(except~~Homeland toSecurity. ~~the~~He ~~extent~~is ~~they~~currently ~~are~~a ~~entitled~~partner toat ~~funds from~~ the ~~trust account~~global ~~due~~law tofirm, ~~their~~DLA ~~ownership of public shares)~~Piper. ~~Accordingly,~~Senator ~~any~~Chambliss ~~indemnification~~also ~~provided~~served ~~will~~as bea ~~able~~member toof bethe ~~satisfied~~Senate byArmed ~~us only~~Services ifCommittee, ~~(i)~~the weSenate ~~have~~Rules Committee ~~sufficient~~and ~~funds~~was ~~outside~~Chair of the ~~trust~~Senate ~~account~~Committee oron ~~(ii)~~Agriculture, weNutrition ~~consummate~~and ~~an initial business combination~~Forestry. ~~Our~~Senator ~~obligation to~~Chambliss ~~indemnify~~currently ~~our~~serves ~~officers~~as ~~and~~Chairman ~~directors~~of ~~may~~the ~~discourage~~board ~~stockholders~~of ~~from bringing a lawsuit against our officers or~~ directors ~~for~~ ~~breach~~ of ~~their~~InVeris ~~fiduciary~~Training ~~duty.~~Solutions ~~These~~and ~~provisions~~is ~~also~~a ~~may~~member ~~have the effect~~ of ~~reducing~~ the ~~likelihood~~board of ~~derivative litigation against our officers and~~ directors, ~~even~~of ~~though such an action~~Primerica, ~~if successful, might otherwise benefit us and our stockholders~~ Inc. ~~Furthermore,~~ aHe ~~stockholder’s~~earned ~~investment~~his ~~may~~BA befrom ~~adversely affected to~~ the ~~extent~~University ~~we pay the costs~~ of ~~settlement~~Georgia and ~~damage awards~~a ~~against~~JD ~~our~~from ~~officers~~the ~~and~~University ~~directors~~of ~~pursuant~~Tennessee toCollege ~~these~~of ~~indemnification provisions~~Law.

36Senator Tom Daschle joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from South Dakota from 1987 to 2005. He is one of only two senators to have served twice as both Senate Majority and Minority Leader. Senator Daschle is a leading thinker on climate change, food security and renewable energy policy and has authored several books on historic economic and national security challenges. He is the founder and CEO of the Daschle Group, a Public Policy Advisory arm of Baker Donelson, and is a co-founder of the Bipartisan Policy Center. Senator Daschle also serves as Chair of the Board of Directors of the Center for American Progress and as Vice-Chair of the National Democratic Institute. He is a member of the Health Policy and Management Executive Council at the Harvard Kennedy School. He earned his BA from South Dakota State University.

~~If, after~~Senator weByron ~~distribute~~L. Dorgan joined the ~~proceeds~~Pine Island Capital Partners team in 2018 and served as the ~~trust~~U.S. ~~account~~Senator from North Dakota from 1992 to ~~our~~2011. ~~public~~Before ~~stockholders~~that, wehe ~~file~~served aas ~~bankruptcy~~U.S. ~~petition~~Representative orfrom anNorth ~~involuntary bankruptcy~~Dakota ~~petition~~from is1981 ~~filed~~to ~~against~~1992. usDuring ~~that~~his istime ~~not~~in ~~dismissed~~the U.S. Senate, aSenator ~~bankruptcy~~Dorgan ~~court~~served ~~may~~as ~~seek~~Assistant Democratic Floor Leader and then as Chairman of the Democratic Policy Committee from 1999 to ~~recover~~2011. ~~such~~He ~~proceeds~~was Chairman of Senate Committees and Subcommittees on the issues of Energy, Aviation, Appropriations, Water Policy and weIndian Affairs. Senator Dorgan is now a Senior Policy Advisor at Arent Fox LLP, Senior Fellow at the Bipartisan Policy Center in Washington, D.C. and ~~our~~ ~~board~~founder ~~may~~and beChairman ~~exposed~~of the Center for Native American Youth, at the Aspen Institute, an organization dedicated to ~~claims~~improving the lives of ~~punitive~~young ~~damages~~people on Indian Reservations. Senator Dorgan also spent five years as an Adjunct Visiting Professor at Georgetown University’s Public Policy Institute. He earned a BS from the University of North Dakota and an MBA from the University of Denver.

~~If, after~~Lucas weEvans ~~distribute~~joined ~~the~~Pine ~~proceeds~~Island inCapital ~~the~~Partners ~~trust~~in ~~account~~2018 toand ~~our~~is ~~public~~a ~~stockholders,~~member weof ~~file~~the afirm’s ~~bankruptcy~~Investment ~~petition~~Committee. orMr. Evans anwas ~~involuntary bankruptcy~~previously ~~petition~~a isPrincipal ~~filed~~in ~~against~~the usPrivate ~~that~~Equity isGroup ~~not~~at ~~dismissed~~Ares Management, ~~any~~a ~~distributions~~leading ~~received~~global byalternative ~~stockholders~~asset ~~could~~manager. bePrior ~~viewed~~to ~~under applicable~~joining ~~debtor/creditor~~Ares, ~~and/or~~Mr. Evans ~~bankruptcy~~spent ~~laws~~nine years as ~~either~~ a ~~“preferential~~Partner ~~transfer”~~at orNRDC aEquity ~~“fraudulent~~Partners ~~conveyance.” As~~and aits ~~result~~successor, athe ~~bankruptcy~~Hudson’s ~~court~~Bay ~~could~~Company, ~~seek~~where tohe ~~recover~~led or co-led all ~~amounts~~mergers ~~received~~and byacquisitions, ~~our~~capital ~~stockholders~~markets, treasury and investor relations activities. InDuring ~~addition~~his tenure, ~~our~~Mr. Evans ~~board~~played ofan ~~directors may~~instrumental berole ~~viewed~~in asgrowing ~~having~~the ~~breached~~firm and generating significant returns for its ~~fiduciary~~investors. ~~duty~~Mr. Evans tocurrently ~~our~~sits ~~creditors~~on ~~and/or~~the ~~having~~board ~~acted~~of indirectors ~~bad~~for ~~faith,~~InVeris ~~thereby~~Training ~~exposing~~Solutions ~~itself~~ and usis toa ~~claims~~board ofobserver ~~punitive~~for ~~damages,~~Precinmac. byMr. Evans ~~paying~~holds ~~public~~a ~~stockholders~~BS in Finance from ~~the~~Georgetown ~~trust~~University, ~~account~~an ~~prior~~MPS toin ~~addressing~~Real ~~the~~Estate ~~claims~~from ofCornell ~~creditors~~University and an MBA from INSEAD.

~~If, before~~Michèle ~~distributing~~A. Flournoy joined the ~~proceeds~~Pine Island Capital Partners team in 2019 and previously served as the ~~trust~~Under ~~account~~Secretary of Defense for Policy from 2009 to ~~our~~2012. ~~public~~Prior ~~stockholders~~to that, weMs. Flournoy ~~file~~co-founded and served as President of the Center for a ~~bankruptcy~~New ~~petition~~American orSecurity anfrom ~~involuntary bankruptcy~~2007 ~~petition~~to is2009; ~~filed~~she ~~against~~also usserved ~~that~~as isits ~~not~~CEO ~~dismissed,~~from 2014 to 2017. In the ~~claims~~mid-1990s, Ms. Flournoy served as Principal Deputy Assistant Secretary of ~~creditors~~Defense infor ~~such~~Strategy ~~proceeding~~and ~~may~~Threat ~~have~~Reduction ~~priority~~and ~~over the~~Deputy ~~claims~~Assistant Secretary of ~~our~~Defense ~~stockholders~~for Strategy. Ms. Flournoy is also a former member of the President’s Intelligence Advisory Board, the Defense Policy Board and the ~~per~~CIA Director’s External Advisory Board. She is a co-~~share~~founder ~~amount~~and ~~that~~Managing ~~would~~Partner ~~otherwise~~of beWestExec ~~received~~Advisors by(a ~~our~~strategic ~~stockholders~~advisory infirm), ~~connection~~a ~~with our~~Senior ~~liquidation~~Fellow ~~may~~at beHarvard’s ~~reduced~~Belfer Center for Science and International Affairs and serves on the boards of directors of Booz Allen Hamilton, Amida Technology Solutions, The Mission Continues, Spirit of America and CARE. Ms. Flournoy earned her BA from Harvard University and a master’s degree from Balliol College, Oxford University.

~~If, before~~Representative ~~distributing~~Richard Gephardt joined the ~~proceeds~~Pine Island Capital Partners team in 2018 and served as the ~~trust~~U.S. ~~account~~Representative from Missouri from 1977 to ~~our~~2005. ~~public~~Representative ~~stockholders~~Gephardt served as House Democratic Leader for over 14 years, wefirst ~~file~~as aHouse ~~bankruptcy~~Majority ~~petition~~Leader orfrom an1989 ~~involuntary bankruptcy~~to ~~petition~~1995 isand ~~filed~~then ~~against~~as usHouse ~~that~~Minority isLeader ~~not~~from ~~dismissed,~~1995 ~~the~~to ~~proceeds~~2003. ~~held~~While in Congress, he also served on the ~~trust~~House ~~account~~Ways ~~could~~and beMeans ~~subject~~and Budget Committees. In his role as House Democratic Leader, Representative Gephardt emerged as the chief architect to ~~applicable bankruptcy~~landmark ~~law~~reforms in healthcare, pensions, education, energy independence and ~~may~~trade bepolicy. ~~included~~He inhas ~~our~~also ~~bankruptcy~~facilitated ~~estate~~multiple negotiations between corporate leaders and ~~subject~~the union movement, including assisting to facilitate the ~~claims~~landmark acquisition of ~~third~~Spirit ~~parties~~Aerosystems ~~with~~on ~~priority~~behalf ~~over~~of Onex. Representative Gephardt serves on the ~~claims~~ boards of ~~our~~directors ~~stockholders.~~of ToSpirit ~~the~~Aerosystems ~~extent~~and ~~any~~Centene ~~bankruptcy~~Corporation ~~claims~~and ~~deplete~~previously served on the ~~trust~~boards ~~account~~of directors of Ford Motor Company, CenturyLink and United States Steel Corporation. He is the ~~per-share~~President ~~amount~~and ~~that~~CEO ~~would~~of ~~otherwise be~~Gephardt ~~received~~Group, bywhich ~~our~~provides ~~stockholders~~strategic incounsel ~~connection~~on ~~with~~federal ~~our~~government ~~liquidation~~relations ~~may~~and bedomestic ~~reduced~~and international labor relations issues. Representative Gephardt earned his BS from Northwestern University and a JD from the University of Michigan.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.7

~~If we~~Table ~~are~~of ~~deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~Contents

•Robert ~~restrictions~~Knox onis an advisor to Pine Island Capital Partners and is a member of the ~~nature~~firm’s Investment Committee. Mr. Knox is the co-founder and senior managing director of ~~our~~Cornerstone Equity Investors, L.L.C., a private equity firm. Cornerstone has funded over 120 companies through buyouts and growth equity financing in healthcare services and products, business services, technology and consumer products. Portfolio investments; have included Dell Computers, Health Management Associates, Linear Technology, Micron Technology, Centurion, Team Health, and True Temper Sports. He has served on the boards of more than 30 private and public companies, including as the lead independent director and chair of the compensation committee of Health Management Associates, Inc. (NYSE: HMA) prior to its acquisition by Community Health Systems. Prior to forming Cornerstone, Mr. Knox designed and executed the initial Alternative Asset investment strategy at Prudential Financial beginning in 1981 and was Chairman and Chief Executive Officer of Prudential Equity Investors, the private equity subsidiary of Prudential. Mr. Knox has been a Trustee of Boston University for over twenty years, and served as Chairman of the Board of Trustees from 2008 to 2016. Mr. Knox holds a BA in Economics and an MBA, both from Boston University.

•Matthew ~~restrictions~~Levine was previously a Partner at EQT Partners, a global investment firm with over €46 billion in assets under management, and served on the ~~issuance~~Investment Committee of ~~securities~~the EQT US Mid Market Fund. Mr. Levine’s responsibilities spanned all aspects of the investment function, ~~each~~including acting as a co-lead to the fundraise of ~~which~~the ~~may~~~$700 ~~make~~Million itfund, ~~difficult~~hiring ~~for~~the uslocal investment team, developing and executing the go-to-market ~~complete~~strategy ~~our~~and ~~initial~~building a network of executives to drive a differentiated deal sourcing, due diligence and value creation platform. Mr. Levine’s investment activity focused on long-term sustainable business ~~combination~~models with significant growth dynamics, including software, industrial technology and tech-enabled services, culminating in the investments of Dorner, Innovyze and FocusVision. Prior to joining EQT, Mr. Levine spent 15 years with American Securities, a US private equity firm with over $23 billion in assets under management. Prior to American Securities, Mr. Levine was in the Financial Entrepreneurs Group at Salomon Smith Barney. Mr. Levine holds a BS in Economics, cum laude, from the University of Pennsylvania’s Wharton School of Business and an MBA, with honors, from Columbia University.

Wm. Russell Mann is a co-founder of Pine Island Capital Partners and serves on its Investment Committee. Mr. Mann was previously a consultant for institutional investors. His expertise is in the creation, management, and analysis of sophisticated investment products, strategies, and portfolios, both in the private and public markets. In ~~addition~~ a direct investment management capacity, wehe ~~may~~served ~~have~~for ~~imposed~~four years ~~upon~~as usPortfolio ~~burdensome~~Manager ~~requirements~~at StratiFi, ~~including:~~designing and managing customized option strategies. Mr. Mann has previously served in a risk management role for multiple hedge funds, and in the private equity space, has over his career consulted with both private equity managers and private equity-focused institutional investors, as well as portfolio companies as a consultant and an investor. Mr. Mann earned an AB from Princeton University, a master’s degree from University of Cambridge as a Churchill Scholar, and a PhD from Harvard University in Mathematics as a Putnam Fellow.

•Admiral ~~registration~~Michael Mullen, Ret. joined the Pine Island Capital Partners team in 2018 and is a retired U.S. Navy Admiral who served as Chairman of the Joint Chiefs of Staff from 2007 to 2011. As top military advisor to both Presidents George W. Bush and Barack Obama, Admiral Mullen is widely respected as an ~~investment~~“honest ~~company;~~broker” by policymakers, members of Congress and senior military officers. Admiral Mullen oversaw the end of the combat mission in Iraq and the development of a new military strategy for Afghanistan, while promoting international partnerships, new technologies and new counter-terrorism tactics. A 1968 graduate from the U.S. Naval Academy, Admiral Mullen sought challenging positions including command at every level to develop his leadership skills during his naval career. He rose to be Chief of Naval Operations prior to assuming duties as Chairman, Joint Chiefs of Staff. He currently serves as Chairman of the Board of Precinmac, is a member of the board of directors of Bloomberg Philanthropies and the board of trustees of Caltech, and was formerly a member of the boards of directors at General Motors and Sprint Nextel Corp. He also teaches at the U.S. Naval Academy. Admiral Mullen earned his BS from the U.S. Naval Academy and his MS in operations research from the Naval Postgraduate School, and is a member of the National Academy of Engineering. He is also a Distinguished Alumni of Harvard Business School and serves on the Harvard Business School board of advisors.

•Senator ~~adoption~~Don Nickles joined the Pine Island Capital Partners team in 2018 and served as the U.S. Senator from Oklahoma from 1981 to 2005. During his time on the U.S. Senate, Senator Nickles was elected by his peers to several leadership positions, including Assistant Majority Leader, Chairman of the Senate Budget Committee and was a ~~specific~~senior ~~form~~member of ~~corporate~~the ~~structure;~~Senate Finance and Energy Committees. Over his 24 years in the U.S. Senate, Senator Nickles championed economic growth and free enterprise. Among many legislative achievements, Senator Nickles successfully fought to repeal inheritance tax on surviving spouses, cut dividend and capital gains taxes, and repeal the Windfall Profits Tax. He also was a staunch advocate to eliminate onerous regulations, especially in the natural gas markets. Prior to his time in the U.S. Senate, Senator Nickles served in the Oklahoma State Senate and worked for family-owned Nickles Machine Corporation. He currently serves on the boards of directors of Valero Energy Corporation and Washington Mutual Investors Fund and previously served on the board of directors of the Chesapeake Energy Corporation. He is the Chairman and CEO of The Nickles Group, a firm he founded in 2005. He earned his BA from Oklahoma State University.

~~• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.~~8

~~In order~~Table 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. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.Contents

37Retired Marine Corps Lieutenant General Vincent Stewart served as the 20th Director of the Defense Intelligence Agency from 2015 to 2017, the first Marine Corps officer to hold the position, and as Deputy Commander of United States Cyber Command from 2017 to 2019. Since retiring after nearly four decades of military service, he has led his own consulting firm and currently serves as Chief Innovation and Business Intelligence Officer at Ankura. During his time leading the Defense Intelligence Agency, General Stewart oversaw a global organization of more than 16,000 people operating in over 100 countries, providing intelligence assessments directly to the President of the United States and Congress, and serving as chief military intelligence advisor to the Secretary of Defense and Chairman of the Joint Chiefs of Staff. As Deputy Director of United States Cyber Command, he again had responsibility for a workforce of more than 10,000 tasked with securing the Department of Defense’s Information Network, which encompasses three million users in 140 countries, 15,000 distinct networks, and six thousand physical locations. Before his assignments at the Department of Defense, General Stewart served successively as Director of Intelligence for the Marine Corps and Commanding General, Marine Forces Cyberspace Command. General Stewart holds a Bachelor of Arts in History from Western Illinois University, a Master of Arts in National Security and Strategic Studies from the United States Naval War College, and a Master of Science in National Resource Strategy from the National Defense University.

~~We do~~Clyde ~~not~~Tuggle ~~believe~~is ~~that~~a ~~our~~co-founder ~~anticipated~~of ~~principal~~Pine ~~activities~~Island ~~will~~Capital ~~subject~~Partners usand tois ~~the~~a ~~Investment~~member ~~Company~~of ~~Act. To this end,~~ the ~~proceeds held~~firm’s inInvestment ~~the~~Committee. ~~trust account may only be invested in U~~Mr.S. Tuggle ~~“government~~previously ~~securities”~~spent ~~within~~30 years ~~the~~at ~~meaning of Section 2(a)(16) of~~ the ~~Investment~~Coca-Cola Company, ~~Act~~where ~~having~~he was a ~~maturity~~member of ~~185~~Coca-Cola’s ~~days~~Executive orCommittee ~~less~~and ormanaged ~~in money market funds meeting certain conditions under Rule 2a-7 promulgated under~~ the ~~Investment~~company’s ~~Company~~corporate ~~Act~~productivity ~~which invest only in direct U~~activity.S. ~~government treasury obligations~~Mr. Tuggle ~~Pursuant to~~held ~~the~~multiple ~~trust~~senior ~~agreement,~~management ~~the~~roles ~~trustee~~at isCoca-Cola ~~not~~and ~~permitted~~was tomost ~~invest~~recently inSenior ~~other~~Vice ~~securities~~President ~~or assets. By restricting the investment of the proceeds to these instruments,~~ and byChief ~~having~~Public aAffairs ~~business plan targeted at acquiring~~ and ~~growing~~Communications ~~businesses~~Officer, ~~for~~where ~~the~~he ~~long~~managed ~~term (rather~~Coca-Cola’s ~~than~~global onpublic ~~buying~~affairs and ~~selling~~reported ~~businesses~~directly ~~in the manner of a merchant bank or private equity fund), we intend~~ to ~~avoid being deemed an “investment company” within~~ the ~~meaning~~Chairman ofand ~~the Investment Company Act~~CEO. ~~The~~He ~~trust~~was ~~account~~also isPresident ~~intended as a holding place for funds pending the earliest to occur~~ of: ~~(i)~~ the ~~completion~~Russia, ofUkraine ~~our~~and ~~initial~~Belarus ~~business~~Division, ~~combination;~~Senior ~~(ii)~~Vice ~~the~~President ~~redemption~~ of ~~any~~Worldwide ~~public~~Public ~~shares~~Affairs ~~properly~~and ~~submitted~~Communication, inDeputy ~~connection~~Division ~~with~~President aof ~~stockholder~~Central ~~vote~~Europe ~~to amend our amended~~ and ~~restated~~Executive ~~certificate~~Assistant ~~of incorporation~~ (A)chief ~~to modify the substance or timing~~ of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (Bstaff) ~~with respect~~ to ~~any~~former ~~other~~CEO ~~provision~~Roberto ~~relating~~C. toGoizueta. ~~stockholders’~~Mr. Tuggle ~~rights~~currently orserves ~~pre-initial~~as ~~business~~a ~~combination~~member ~~activity; or (iii) absent an initial business combination prior to November 19, 2022 or during any Extension Period, our return~~ of the ~~funds held~~board ~~in the trust account to our public stockholders as part~~ of ~~our~~directors ~~redemption~~at of the ~~public~~Georgia ~~shares.~~Power IfCompany weand doat ~~not~~Oxford ~~invest the proceeds as discussed above~~Industries, ~~we may be deemed to be subject to the Investment Company Act~~ Inc. IfHe weearned ~~were~~his ~~deemed~~BA tofrom beHamilton ~~subject~~College ~~to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds~~ and ~~may~~a ~~hinder~~master’s ~~our~~degree ~~ability~~from toYale ~~complete~~University. anHe ~~initial~~also ~~business~~studied ~~combination~~at orthe ~~may~~Ludwig-Maximillian ~~result~~Universität in ~~our liquidation. If we do not complete our initial business combination~~Munich, ~~our~~Germany ~~public~~and ~~stockholders may receive only approximately $10.00 per share on~~ the ~~liquidation~~University of ~~our~~ ~~trust~~Virginia’s ~~account~~Darden ~~and~~Business ~~our warrants will expire worthless~~School.

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

We ~~are~~ ~~subject~~believe tothat ~~laws~~the ~~and~~combined ~~regulations~~capabilities ~~enacted~~of byMr. Thain, ~~national~~Mr. Cooper, ~~regional~~Mr. Bridge and ~~local~~the ~~governments.~~entire InPine ~~particular,~~Island weCapital ~~will~~Partners bepartnership ~~required~~position ~~to comply~~our ~~with~~team ~~certain~~to ~~SEC~~source and ~~other~~execute ~~legal~~an ~~requirements~~attractive initial business combination for our stockholders. ~~Compliance~~Our team has broad and meaningful relationships with domestic and international corporations, industry leaders, defense and ~~monitoring~~security ofagencies, ~~applicable~~governments ~~laws~~and other influential people and ~~regulations~~organizations ~~may be~~that ~~difficult,~~would ~~time~~enable ~~consuming~~a potential target to gain and/or ~~costly~~expand access to customers and key decision makers worldwide. Our competitive strengths include the following:

~~Those laws~~● ~~and~~Carefully ~~regulations~~constructed ~~and~~team ~~their~~with ~~interpretation~~significant ~~and application may also change from time to time and those changes could have a material adverse effect on our business~~industry, ~~investments~~leadership and ~~results~~board of ~~operations.~~directors Inexperience ~~addition,~~in aboth ~~failure~~public ~~to comply with applicable laws or regulations, as interpreted~~ and ~~applied,~~private ~~could have a material adverse effect on our business~~companies, ~~including~~that ~~our~~is ~~ability~~directly applicable to ~~negotiate~~ ~~and complete~~ our ~~initial~~stated ~~business~~investment ~~combination and results of operations.~~objectives;

~~Our stockholders~~● ~~may~~Excellent bereputations ~~held~~and ~~liable~~unique ~~for~~networks ~~claims~~make ~~by third parties against~~ us toa ~~the~~preferred ~~extent~~partner ofin ~~distributions~~certain ~~received by them upon redemption of their shares.~~situations;

~~Under the~~● ~~DGCL,~~Ability ~~stockholders may be held liable for claims by third parties against a corporation~~ to ~~the~~develop ~~extent~~domestic 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 prior to November 19, 2022 or during any Extension Period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and aninternational ~~additional 150-day waiting period before any liquidating distributions are made to stockholders~~insights, ~~any~~relationships ~~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~~opportunities ~~liability~~through ofextensive ~~the~~sourcing stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the end of the 24th month after the closing of the Initial Public Offering or the expiration of any Extension Period in the event we do not complete our initial business combination and, ~~therefore,~~information ~~we do not intend to comply with the foregoing procedures.~~network;

38● Management and advisor teams with substantial collective investing experience in both deal structuring and execution;

~~Because we~~● ~~will~~Strong ~~not~~operational ~~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~~management claims or claims that may be potentially brought against us within the ten 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 of our public shares in the event we do not complete our initial business combination prior to November 19, 2022 or during any Extension Period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.expertise;

~~We may~~● ~~not~~Experience ~~hold~~in anpublic ~~annual~~and ~~meeting~~private ofsector ~~stockholders~~commerce ~~until~~and ~~after~~in-depth ~~the~~understanding ~~consummation~~ of ~~our~~the ~~initial~~connectivity ~~business~~between ~~combination, which could delay~~ the ~~opportunity~~two; ~~for our stockholders to elect directors.~~and

~~We may~~● ~~not~~Ability ~~hold~~to anassess ~~annual meeting of stockholders until after we consummate a business combination (unless required by the NYSE),~~ and ~~thus~~recruit ~~may~~top ~~not~~talent ~~be in compliance with Section 211(b) of the DGCL,~~ which ~~requires~~is ~~an annual meeting of stockholders be held for the purposes of electing directors in accordance with~~ a ~~company’s~~key ~~bylaws~~differentiator ~~unless such election is made by written consent~~ in ~~lieu of such a meeting. Therefore, if~~ our ~~stockholders~~target 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 DGCLsectors.

~~We may~~Business ~~seek~~Strategy ~~business~~and ~~combination~~Market ~~opportunities in industries or sectors which may or may not be outside of our management team’s area of expertise.~~Opportunity

~~Although we~~We intend to ~~primarily~~search ~~focus~~for onan ~~identifying~~acquisition ~~companies~~ in the defense, government service and aerospace industries, where we ~~will~~believe ~~consider an initial business combination outside of~~ our ~~management~~ team’s ~~area~~has ofextensive ~~expertise~~access, ifinsight, anexpertise ~~initial business combination candidate is presented to us~~ and wemanagement determine that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do soskill. ~~Although~~We ~~our~~believe ~~management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you~~ that we ~~will~~understand ~~adequately~~the ~~ascertain~~suppliers orand ~~assess all of~~ the ~~significant~~domestic ~~risk~~and ~~factors.~~international Wecustomers ~~also cannot assure you that an investment~~ in ~~our~~these ~~units~~industries ~~will~~exceptionally ~~not~~well: ~~ultimately~~we ~~prove~~understand towhich beprograms ~~less~~and ~~favorable~~technologies toare ~~investors in the Initial Public Offering than a direct investment~~priorities, ifwe anunderstand ~~opportunity were available, in an initial business combination candidate. In~~ the ~~event~~critical wecomponents ~~elect to pursue a business combination outside~~ of the ~~areas~~supply ~~of our management team’s expertise~~chains, ~~our~~and ~~management~~we ~~team’s~~have ~~expertise may~~an ~~not~~ability ~~be directly applicable~~ to ~~its~~assess ~~evaluation or operation,~~ and ~~the~~recruit ~~information~~top ~~contained~~talent inon ~~this prospectus regarding the areas of our management team’s expertise would not be relevant to~~ an ~~understanding~~as ofneeded ~~the~~basis ~~business that we elect~~ to ~~acquire. As~~improve ~~a result,~~ our ~~management~~probability ~~may~~of ~~not~~success. beWith ~~able~~respect to ~~adequately ascertain or assess all of~~ the ~~significant~~specific ~~risk factors. Accordingly~~industries, ~~any~~ ~~stockholders~~below ~~who~~is ~~choose to remain stockholders following our initial business combination could suffer~~ a ~~reduction~~brief incharacterization ~~the value~~ of ~~their~~how ~~shares.~~we ~~Such~~view ~~stockholders are unlikely to have a remedy for such reduction in value.~~each:

399

~~Although we~~Table ~~have~~of 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 consistent with our general criteria and guidelines.Contents

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 these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.Defense

We ~~may~~ ~~seek~~believe ~~business~~there ~~combination~~will ~~opportunities~~be ~~with~~increased ademand ~~financially~~in ~~unstable~~the ~~business~~U.S. ordefense anmarket ~~entity~~for ~~lacking~~advanced anelectronics, ~~established~~communications, ~~record~~sensor and detection processing and other technologies that enhance the modernization efforts of ~~revenue~~ the Department of Defense’s (“DoD”) military readiness. Specifically, ~~cash~~we ~~flow~~believe orthe ~~earnings~~DOD will prioritize rapid technological advancements across cybersecurity, ~~which~~space ~~could~~exploitation, ~~subject~~directed usenergy, photonics, defense electronics, mission-critical computing, artificial intelligence, secure communications and specialized high-precision critical infrastructure manufacturing. We believe this demand represents strong growth that our management team is uniquely positioned to ~~volatile~~capitalize ~~revenues~~on given our combined investment experience and deeply connected partner group of former U.S. defense and government officials. In the near term, ~~cash~~we ~~flows~~believe orthe ~~earnings~~defense ormarket ~~difficulty~~is inwell ~~retaining key~~positioned ~~personnel~~for secular growth as geopolitical tensions, and a rogue nation and terrorist threat environment continues to be present. We believe this market demand for advanced defense and security technologies will persist due to the sector’s muted economic sensitivity and the inherent structure of long-cycle contracts which have been unaffected by the current pandemic.

~~To the~~Government extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.Services

~~We are~~In ~~not~~alignment ~~required~~with U.S. and NATO defense modernization strategies to ~~obtain~~respond anto ~~opinion~~evolving ~~from~~future anthreats, ~~independent~~we ~~investment~~expect ~~banking~~increased ~~firm~~spending oron ~~from~~IT anservices ~~independent~~to ~~accounting~~support ~~firm~~mid-term growth for the National Security IT services providers especially on space, ~~and consequently~~hypersonics, ~~you~~artificial ~~may~~intelligence, ~~have~~cloud nocomputing ~~assurance~~and ~~from~~enterprise anIT. ~~independent~~The ~~source~~largest ~~that~~customer for government services globally is the ~~price~~U.S. wegovernment, ~~are~~with ~~paying~~the ~~for~~DoD and intelligence communities (“IC”) awarding the ~~business~~vast ismajority ~~fair~~of tocontracts. ~~our company~~The ~~from~~customer, aand ~~financial~~long-term ~~point~~nature of ~~view~~its contracts, provides high backlog visibility and also resilience in economic downturns.

~~Unless we~~The ~~complete~~increased ~~our~~demand ~~initial~~for ~~business~~more ~~combination~~complex ~~with~~and ancustomized ~~affiliated~~solutions ~~entity~~has orled ~~our~~to ~~board~~a ~~cannot~~wave ~~independently~~of ~~determine~~consolidation in the ~~fair~~ market ~~value~~, ofwith ~~the~~operators ~~target~~looking ~~business~~for orscale ~~businesses,~~and weniche ~~are~~technologies ~~not~~to ~~required~~be tocompetitive ~~obtain~~on anlarge-scale ~~opinion~~projects. ~~from~~We anbelieve ~~independent~~that ~~investment~~there ~~banking~~are ~~firm or~~still ana ~~independent~~significant ~~accounting~~number ~~firm~~of ~~that~~potential ~~the~~targets ~~price~~with wecompetitive ~~are~~advantages ~~paying~~in is“big ~~fair~~data” toanalytics, ~~our~~enterprise ~~company~~IT, ~~from~~secure adata ~~financial~~processing, ~~point~~seamless ofinter-agency ~~view.~~technology Ifintegration, nocommunications ~~opinion is~~and ~~obtained,~~training ~~our~~solutions ~~stockholders~~that ~~will~~would bebenefit ~~relying~~from onour ~~the~~deep ~~judgment~~bench of ~~our~~advisors ~~board~~who contribute decades of ~~directors,~~relevant ~~who~~government ~~will~~and ~~determine~~defense ~~fair~~expertise. ~~market~~Our ~~value based~~leadership team is well equipped to support a potential target on ~~standards~~all ~~generally~~key ~~accepted~~competitive byfactors of the ~~financial~~government ~~community.~~services ~~Such~~market ~~standards~~as ~~used~~we ~~will~~have beunique ~~disclosed~~insight ininto ~~our~~how ~~proxy~~rapidly ~~materials or~~changing ~~tender~~technologies ~~offer~~will ~~documents,~~directly asimpact ~~applicable,~~the ~~related~~evolving topreferences ~~our~~of ~~initial~~defense, ~~business~~intelligence ~~combination~~and federal government customers.

~~Resources could~~An beattractive ~~wasted~~target in ~~researching~~government ~~business~~services ~~combinations~~will ~~that~~anchor ~~are~~a ~~not~~platform ~~completed,~~for ~~which~~further ~~could~~consolidation ~~materially~~within ~~adversely~~the ~~affect~~highly ~~subsequent attempts~~fragmented toand ~~locate~~rapidly ~~and~~growing ~~acquire~~sector. orCritical ~~merge~~to ~~with~~any ~~another~~successful ~~business.~~government Ifservices weoffering dois ~~not~~the ~~complete~~skillset, ~~our~~integrity ~~initial~~and ~~business~~security ~~combination,~~clearances ~~our~~of ~~public stockholders~~those ~~may~~who ~~receive~~execute ~~only~~on ~~approximately~~its ~~$10~~strategy.00 ~~per~~Our ~~share,~~deep orbench ~~less~~of ~~than~~connected ~~such~~advisors ~~amount~~and informer ~~certain~~government ~~circumstances,~~officials onwill be the ~~liquidation of~~catalyst ~~our~~to ~~trust~~recruiting, ~~account~~retaining and ~~our~~developing ~~warrants~~an elite team of managers and employees, which we believe will ~~expire~~enable ~~worthless~~us to exploit an opportunity in government services.

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, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in 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 do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.Aerospace

~~We may~~Given ~~only~~increased besophistication ~~able~~of tonext ~~complete~~generation ~~one~~aircraft ~~business~~programs ~~combination~~as ~~with~~well as the ~~proceeds~~safety-critical nature and required quality performance characteristics of ~~the~~major ~~Initial~~aircraft ~~Public~~systems ~~Offering~~and components, suppliers have historically generated attractive growth and ~~the~~margins. ~~sale~~In ofaddition, ~~the~~these ~~private placement~~suppliers ~~warrants~~earn ~~which~~significant ~~will~~revenues ~~cause~~from usaftermarket products and MRO services which tend to be ~~solely~~high ~~dependent~~margin onand recurring in nature. The technological shift to higher value parts and services, combined with added budgetary pressures is accelerating customer trends — delayering, a ~~single~~flight ~~business~~to ~~which~~quality, ~~may~~and ~~have~~outsourcing — that will catalyze a ~~limited~~well-capitalized ~~number~~supplier ofwith ~~services~~ a strong, well-connected leadership team and ~~limited~~scalable ~~operating~~technology ~~activities~~portfolio to capture value through further consolidation. ~~This~~We ~~lack~~believe there are numerous suppliers that either prior to, or as a result of ~~diversification~~the ~~may~~pandemic ~~negatively~~are ~~impact~~over-leveraged and require balance sheet repair. Many of these suppliers service critical military applications in addition to their civil customers, where our ~~operating~~team ~~results~~is uniquely positioned to provide needed leadership to navigate the pandemic and ~~profitability~~to expand into new military and civil markets. Traditional private equity, government programs and bank support is not sufficient as there are a number of suppliers with fundamentally good businesses but inefficient balance sheets. This has created the need for third party capital and an experienced management team that can lead through this sector’s recovery.

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 developments. 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. In addition, we intend to primarily focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:10

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

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

~~This lack~~We ofare ~~diversification~~searching ~~may~~for ~~subject~~an usopportunity towhere ~~numerous~~our ~~economic,~~differentiated ~~competitive~~team ~~and~~is ~~regulatory~~uniquely ~~risks,~~positioned ~~any~~to oradd ~~all~~value. ofWe ~~which~~believe ~~may have a substantial adverse impact upon~~ the ~~particular~~proposed ~~industry~~target inwill ~~which~~have wecertain ~~may~~of ~~operate~~the ~~subsequent~~following ~~to our initial business combination.~~characteristics:

~~We may~~● ~~attempt~~Opportunistic tosituation ~~simultaneously~~in ~~complete business combinations with multiple prospective targets~~defense, ~~which~~government ~~may~~services ~~hinder our ability to complete our initial business combination~~ and ~~give~~aerospace ~~rise to increased costs and risks that could negatively impact our operations and profitability.~~sectors;

~~If we~~● ~~determine~~Attractive tocompetitive 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. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with 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.dynamics;

~~We may~~● ~~attempt~~History toof ~~complete~~strong ~~our~~free ~~initial~~cash-flow 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.generation;

~~In pursuing~~● ~~our~~Potential ~~initial~~platform ~~business~~value ~~combination~~conducive ~~strategy, we may seek~~ to ~~effectuate~~future ~~our~~acquisitions; ~~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.

41● Strong in-place management or strong potential additions from our network.

Our ~~management~~ ~~may~~Acquisition ~~not be able to maintain control of a target business after our initial business combination.~~Process

~~We may~~In ~~structure~~evaluating ~~an 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 prospective target business, ~~but~~ we ~~will~~expect ~~only~~to ~~complete~~conduct ~~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~~thorough ~~interest~~due indiligence ~~the~~review ~~target~~that ~~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~~encompass, ~~our~~among ~~stockholders~~other ~~prior to the initial business combination may collectively own a minority interest in the post business combination company~~things, ~~depending~~meetings onwith ~~valuations~~incumbent ~~ascribed~~management ~~to the target~~ and uskey ~~in the initial business combination. For example~~employees, wedocument ~~could~~reviews ~~pursue~~and ainspection ~~transaction in which we issue a substantial number~~ of ~~new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case~~facilities, weas ~~would~~well ~~acquire a 100% interest in the target. However,~~ as a ~~result~~review of ~~the~~financial, ~~issuance of a substantial number of new shares of common stock~~operational, ~~our~~legal ~~stockholders immediately~~and ~~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~~information 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~~is ~~management~~made ~~will~~available ~~not be able~~ to ~~maintain our control of the target business~~us. We ~~cannot provide assurance that, upon loss of control of a target business, new management~~ will ~~possess~~also ~~the~~utilize ~~skills,~~our ~~qualifications~~operational orand ~~abilities~~capital ~~necessary~~planning ~~to profitably operate such business~~experience.

We do are not ~~have~~prohibited from pursuing an initial business combination with a ~~specified~~company ~~maximum~~that ~~redemption~~is ~~threshold~~affiliated with our sponsor, officers or directors. ~~The~~In ~~absence~~the ofevent ~~such~~we seek to complete our initial business combination with a ~~redemption~~company ~~threshold~~that ~~may~~is ~~make~~affiliated itwith ~~possible~~our ~~for~~sponsor usor ~~to complete~~any of our officers or directors, we, or a committee of our independent directors, will obtain an opinion that our initial business combination ~~with~~is ~~which~~fair to us from a ~~substantial~~financial ~~majority~~point of ~~our~~view ~~stockholders~~from doeither ~~not~~an ~~agree~~independent investment banking firm or an independent accounting firm.

~~Our amended~~Members ~~and restated certificate~~ of ~~incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem~~ our ~~public~~management ~~shares~~team inmay andirectly ~~amount~~or ~~that~~indirectly ~~would~~own ~~cause~~ our ~~net~~founder ~~tangible assets to be less than $5~~shares,~~000,001~~ ~~upon~~Class A ~~consummation of~~common ~~our initial business combination and after payment of deferred underwriting commissions (such that we are not subject to the SEC’s “penny~~ stock” ~~rules)~~ and/or ~~any~~private ~~greater~~placement ~~net~~warrants, ~~tangible~~and, ~~asset~~accordingly, ormay ~~cash~~have ~~requirement~~a ~~which~~conflict ~~may~~of beinterest ~~contained~~ in ~~the agreement~~determining ~~relating~~whether toa ~~our~~particular ~~initial~~target business ~~combination.~~is Asan aappropriate ~~result,~~business wewith ~~may~~which ~~be able~~ to ~~complete~~effectuate our initial business combination ~~even~~. ~~though~~Further, aeach ~~substantial majority~~ of our ~~public~~officers ~~stockholders~~and dodirectors ~~not~~may ~~agree with the transaction and~~ have ~~redeemed~~a ~~their~~conflict ~~shares or, if we seek stockholder approval~~ of ~~our~~interest ~~initial~~with ~~business~~respect ~~combination~~to ~~and~~evaluating doa ~~not~~particular ~~conduct redemptions in connection with our initial~~ business combination ~~pursuant~~if to the ~~tender~~retention ~~offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors~~ or ~~their~~resignation ~~affiliates. In the event the aggregate cash consideration we would be required to pay for all shares~~ of ~~Class A common stock that are validly submitted for redemption plus~~ any ~~amount~~such ~~required~~officer ~~to satisfy~~or ~~cash~~director ~~conditions~~were ~~pursuant~~ to ~~the~~be ~~terms~~included ofby ~~the~~a ~~proposed~~target ~~initial~~ business ~~combination~~as ~~exceed~~a ~~the~~condition ~~aggregate amount of cash available~~ to ~~us, we will not complete the initial business combination or redeem~~ any ~~shares,~~agreement ~~all~~with ~~shares~~respect ~~of Class A common stock submitted for redemption will be returned~~ to ~~the~~our ~~holders~~initial ~~thereof, and we instead may search for an alternate~~ business combination.

~~We may~~Our beofficers ~~unable~~have agreed not to ~~obtain~~participate ~~additional~~in ~~financing~~the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act, except other blank check companies organized by Pine Island Capital Partners, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination prior to November 19, 2022 or during any extended time that we have to ~~fund~~consummate ~~the~~a ~~operations~~business ~~and~~combination ~~growth~~ beyond 24 months as a result of a ~~target~~stockholder ~~business~~vote to amend our amended and restated certificate of incorporation (an “Extension Period”). Any of our directors, ~~which~~our ~~could~~sponsor ~~compel~~or usany toof ~~restructure~~its affiliates (other than our officers), may, following our initial business combination, sponsor or ~~abandon~~form, or in the case of individuals, serve as a ~~particular~~director or officer of, other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

We have not selected any specific business combination target but intend to target businesses larger than we could acquire with the net proceeds of the Initial Public Offering and the sale of the private placement warrants. As a result, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of public shares from stockholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions to purchase public shares in connection with our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes on the liquidation of our trust account, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we do not complete our initial business combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless. Furthermore, as described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share,” under certain circumstances our public stockholders may receive less than $10.00 per share upon the liquidation of the trust account.11

42Table of Contents

~~Our initial~~Initial ~~stockholders~~Business ~~may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.~~Combination

~~Our initial~~As ~~stockholders~~required ~~own~~by ~~shares~~the ~~representing~~NYSE ~~20%~~rules, of our ~~issued~~initial ~~and~~business ~~outstanding~~combination ~~shares~~will be approved by a majority of ~~common~~our ~~stock~~independent directors. ~~Accordingly,~~The ~~they~~NYSE ~~may~~rules also ~~exert a~~require ~~substantial~~that ~~influence~~we onmust ~~actions~~complete ~~requiring~~our ainitial ~~stockholder~~business ~~vote,~~combination ~~potentially~~with inone aor ~~manner~~more businesses that ~~you~~together dohave ~~not~~an ~~support,~~aggregate ~~including~~fair ~~amendments to~~market ~~our~~value ~~amended~~of ~~and~~at ~~restated~~least ~~certificate~~80% of ~~incorporation~~the net assets held in the trust account (excluding the deferred underwriting commissions and ~~approval~~taxes payable) at the time of ~~major~~our ~~corporate~~signing ~~transactions.~~a Ifdefinitive agreement in connection with our initial ~~stockholders purchase~~business ~~any~~combination. ~~additional~~We ~~shares~~refer to this as the 80% of ~~common~~net ~~stock~~assets intest. Our board of directors will make the ~~aftermarket~~determination oras into ~~privately~~the ~~negotiated~~fair ~~transactions,~~market ~~this~~value ~~would~~of ~~increase their~~our ~~control~~initial business combination. ~~Factors~~The ~~that~~fair ~~would~~market bevalue ~~considered~~of inthe ~~making~~target ~~such~~or ~~additional~~targets ~~purchases~~will ~~would~~be ~~include~~determined ~~consideration~~by our board of directors based upon one or more standards generally accepted by the ~~current trading~~financial ~~price~~community of(such ~~our~~as ~~Class~~actual Aand ~~common~~potential ~~stock~~sales, earnings, cash flow and/or book value). InEven ~~addition,~~though our board of directors, ~~whose~~will ~~members~~rely ~~were~~on ~~elected~~generally byaccepted standards, our ~~initial~~board ~~stockholders, is~~of ~~and~~directors will behave ~~divided~~discretion ~~into~~to ~~three~~select ~~classes~~the standards employed. In addition, ~~each~~the application of ~~which~~the ~~will~~standards generally ~~serve~~involves ~~for~~ a ~~term~~substantial degree of ~~three~~judgment. ~~years~~Accordingly, ~~with~~investors ~~only~~will ~~one~~be ~~class~~relying on the business judgment of ~~directors~~ ~~being~~the ~~elected~~board of directors in ~~each~~evaluating ~~year~~the fair market value of the target or targets. WeThe ~~may~~proxy ~~not~~solicitation ~~hold~~materials anor ~~annual~~tender ~~meeting~~offer ofdocuments ~~stockholders~~used toby ~~elect~~us ~~new~~in ~~directors~~connection ~~prior~~with toany ~~the~~proposed ~~completion of~~transaction will provide public stockholders with our ~~initial~~analysis ~~business~~of ~~combination,~~our insatisfaction ~~which~~of ~~case~~the ~~all~~80% of net assets test, as well as the ~~current~~basis ~~directors~~for ~~will~~our ~~continue~~determinations. inIf ~~office~~our ~~until~~board atof ~~least~~directors is not able to independently determine the ~~completion~~ fair market value of ~~the~~our initial business combination., Ifwe ~~there~~will isobtain an ~~annual~~opinion ~~meeting,~~from asan aindependent ~~consequence~~investment ofbanking ~~our~~firm ~~“staggered”~~or ~~board~~another ofindependent ~~directors, only~~entity athat ~~minority~~commonly renders valuation opinions with respect to the satisfaction of the 80% of net assets test. While we consider it unlikely that our board of directors will not be ~~considered~~able ~~for~~to ~~election~~make ~~and~~an ~~our~~independent ~~initial~~determination ~~stockholders~~of ~~and~~the ~~only~~fair ~~holders~~market value of our ~~founder~~ ~~shares~~initial ~~will~~business ~~have~~combination, ~~the~~it ~~right~~may be unable to ~~vote~~do onso if it is less familiar or experienced with the ~~election~~business of ~~directors~~a ~~prior~~particular target or if there is a significant amount of uncertainty as to ~~our~~the ~~initial~~value ~~business~~of ~~combination~~a target’s assets or prospects. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. ~~Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination.~~

~~Because we~~We ~~must~~may, ~~furnish~~at our ~~stockholders~~option, pursue an acquisition opportunity jointly with ~~target~~one ~~business~~or ~~financial~~more ~~statements~~parties affiliated with Pine Island Capital Partners, weincluding, without limitation, officers and partners of Pine Island Capital Partners, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Pine Island Capital Partners, and/or investors in funds, accounts, co-investment vehicles and other entities managed by affiliates of Pine Island Capital Partners. Any such party may ~~lose~~co-invest with us in the ~~ability~~target tobusiness ~~complete~~at anthe ~~otherwise~~time ~~advantageous~~ of our initial business combination, ~~with~~or ~~some~~we ~~prospective~~could ~~target~~raise ~~businesses~~additional proceeds to complete the acquisition by issuing equity to such parties. The amount and other terms and conditions of any such joint acquisition or equity issuance would be determined at the time thereof.

~~The federal~~We ~~proxy~~may ~~rules~~structure ~~require~~our ~~that~~initial business combination either (i) in such a ~~proxy~~way ~~statement~~so ~~with~~that ~~respect~~the topost-transaction acompany ~~vote~~in onwhich anour ~~initial~~public ~~business~~stockholders ~~combination~~own ~~meeting~~shares ~~certain~~will ~~financial significance~~own ~~tests~~or ~~include~~acquire ~~historical~~100% ~~and/~~of the equity interests or ~~pro~~assets ~~forma~~of ~~financial~~the ~~statement~~target ~~disclosure~~business or businesses, or (ii) in ~~periodic~~such ~~reports.~~a Weway ~~would~~so ~~include~~that the ~~same~~ ~~financial~~post-transaction ~~statement~~company ~~disclosure~~owns inor ~~connection~~acquires ~~with~~less ~~any~~than ~~tender~~100% ~~offer~~of ~~documents.~~such ~~These~~interests ~~financial~~or ~~statements~~assets ~~may~~of bethe ~~required~~ target business in order to bemeet ~~prepared~~certain inobjectives ~~accordance~~of ~~with~~the target management team or stockholders, or befor ~~reconciled~~other toreasons. However, ~~accounting~~we ~~principles~~will ~~generally~~only ~~accepted~~complete inan initial business combination if the ~~United~~post-transaction ~~States,~~company owns or ~~GAAP,~~ acquires 50% or ~~international~~more ~~financial~~of ~~reporting~~the ~~standards~~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 ~~issued~~an byinvestment company under the ~~International~~Investment ~~Accounting~~Company ~~Standards~~Act. ~~Board,~~Even if the post-transaction company owns or ~~IFRS~~acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the ~~circumstances~~target and us in the ~~historical~~initial ~~financial~~business ~~statements~~combination. ~~may~~For beexample, ~~required~~we tocould bepursue ~~audited~~a transaction in ~~accordance~~which ~~with~~we ~~the~~issue ~~standards~~a substantial number of new shares in exchange for all of the ~~Public~~ ~~Company~~outstanding ~~Accounting~~capital ~~Oversight~~stock ~~Board~~of ~~(United~~a ~~States)~~target. In this case, orwe ~~PCAOB~~would acquire a 100% controlling interest in the target. ~~These~~However, ~~financial~~as ~~statement~~a ~~requirements~~result ~~may~~of ~~limit~~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 ~~pool~~ equity interests or assets of ~~potential~~a target business or businesses weare ~~may~~owned ~~acquire~~or ~~because~~acquired ~~some~~by ~~targets~~the ~~may~~post-transaction becompany, ~~unable~~the toportion ~~provide~~of such ~~financial~~business ~~statements~~or inbusinesses ~~time~~ that is owned or acquired is what will be taken into account for uspurposes toof ~~disclose~~the ~~such~~80% ~~statements~~of innet ~~accordance~~assets ~~with~~test. ~~federal~~If ~~proxy~~the orinitial ~~tender~~business ~~offer~~combination ~~rules~~involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions and ~~complete~~we ~~our~~will treat the target businesses together as the initial business combination ~~within~~ ~~the~~for ~~prescribed~~purposes ~~timeframe~~of a tender offer or for seeking stockholder approval, as applicable.

43In addition, pursuant to an agreement entered into concurrently with the Initial Public Offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors.

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 initial business combination.12

~~Section 404~~Table 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, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to 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 business combination.Contents

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

~~If we~~We ~~effect~~are ~~our~~not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with ~~operations~~our orsponsor, ~~opportunities~~officers ~~outside~~or ofdirectors. In the ~~United~~event ~~States,~~ we ~~would be~~seek to complete our initial business combination or, subject to ~~risks~~certain ~~associated~~exceptions, ~~with~~subsequent ~~cross-border~~material ~~business~~transactions ~~combinations,~~with ~~including~~a incompany ~~connection~~that is affiliated with ~~investigating,~~our ~~agreeing~~sponsor ~~to and~~or ~~completing~~any of our ~~initial~~officers ~~business~~or ~~combination~~directors, ~~conducting~~we, ~~due~~or ~~diligence~~a incommittee aof ~~foreign~~independent ~~jurisdiction~~directors, ~~having~~will ~~such~~obtain ~~transaction~~an ~~approved by~~opinion ~~any~~from ~~local~~an ~~governments,~~independent ~~regulators~~investment banking firm or ~~agencies~~an ~~and~~independent ~~changes~~accounting infirm ~~the~~that ~~purchase~~such ~~price~~initial ~~based~~business oncombination ~~fluctuations~~or intransaction ~~foreign~~is ~~exchange~~fair ~~rates~~to our company from a financial point of view.

~~In addition~~Pine Island Capital Partners and its affiliates are continuously made aware of potential business opportunities, weone ~~would~~or bemore ~~subject~~of which we may desire to ~~special~~pursue ~~considerations~~for ora ~~risks~~business ~~associated~~combination. We will not consider a business combination with ~~companies~~any ~~operating~~company inthat anhas ~~international~~already ~~setting~~been identified to our sponsor, ~~including~~ or any of ~~the~~our ~~following:~~directors or officers as a suitable acquisition candidate for affiliates of Pine Island Capital Partners unless Pine Island Capital Partners or one of its affiliates, as applicable, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with applicable existing and future policies and procedures.

•Pine ~~higher~~Island ~~costs~~Capital Partners and ~~difficulties~~its ~~inherent~~affiliates may raise investment funds or vehicles in ~~managing~~the ~~cross-border~~future, which may be during the period in which we are seeking our initial business ~~operations~~combination. These investment entities may be seeking acquisition opportunities and ~~complying~~related financing at any time. We may compete with ~~different~~any ~~commercial~~one or more of them on any given acquisition opportunity. In addition, our officers and ~~legal~~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. Moreover, our officers and directors have and will have in the future time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Pine Island Capital Partners or one of ~~overseas~~its ~~markets;~~affiliated entities. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investment funds, accounts, co-investment vehicles and other entities managed by Pine Island Capital Partners or one of its affiliated entities (including, without limitation, arising as a result of certain of our officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles or other entities), Pine Island Capital Partners and its affiliated entities will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties, and there can be no assurance that such conflict of interest will be resolved in our favor.

•Corporate ~~rules and regulations regarding currency redemption;~~Information

•We ~~complex~~are ~~corporate~~an ~~withholding~~“emerging ~~taxes~~growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on ~~individuals;~~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 ~~laws~~addition, ~~governing~~Section 107 of the ~~manner~~JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in ~~which~~Section 7(a)(2)(B) of ~~future~~the ~~business~~Securities ~~combinations~~Act ~~may~~for becomplying ~~effected;~~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.

•We ~~local~~will ~~regulations~~remain ~~regarding~~an emerging growth company until the ~~industries~~earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we ~~operate;~~have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the aggregate worldwide market value of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

~~• exchange listing and/or delisting requirements;~~13

•Table ~~tariffs~~of ~~and trade barriers;~~Contents

•Additionally, ~~regulations~~we ~~related~~are toa ~~customs~~“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of our Class A common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and ~~import/export~~the ~~matters;~~aggregate worldwide market value of our Class A common stock held by non-affiliates equaled or exceeded $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements and other disclosures with other public companies difficult or impossible.

•Financial ~~local lobbying regulations;~~Position

•With Uthe funds available in our Trust Account, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio.S Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. ~~Foreign~~However, ~~Corrupt~~we ~~Practices~~have ~~Act~~not ~~compliance;~~taken any steps to secure third-party financing and there can be no assurance it will be available to us if needed to complete a transaction.

•Effecting ~~local~~our orInitial ~~regional~~Business ~~economic policies and market conditions;~~Combination

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

•If ~~longer~~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 ~~cycles~~of ~~and~~the ~~challenges~~consideration in ~~collecting~~connection ~~accounts~~with ~~receivable;~~our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

•We ~~tax~~may ~~issues~~seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, ~~including~~and ~~but~~we ~~not~~may ~~limited~~effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to ~~tax~~target ~~law~~businesses ~~changes~~larger than we could acquire with the net proceeds of the Initial Public Offering and ~~variations~~Private inPlacement, ~~tax~~and ~~laws~~may as ~~compared~~a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the ~~United~~completion ~~States;~~of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

~~• currency fluctuations and exchange controls;~~14

44Table of Contents

•Sources ~~rates~~ of ~~inflation;~~Target Businesses

•We ~~cultural~~anticipate that target business candidates will be brought to our attention from various sources, including our global networks and ~~language~~our ~~differences;~~advisors, as well as other sources such as investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Form 10-K and know what types of businesses we are targeting. Our sponsor, officers, directors and advisors and their respective affiliates may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Although none of our sponsor, officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

•We ~~employment~~are ~~regulations;~~not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or their respective affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, or their respective affiliates, we, or a committee of independent directors, 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. We are not required to obtain such an opinion in any other context.

•If ~~underdeveloped~~any of our officers or ~~unpredictable~~directors ~~legal~~becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or ~~regulatory~~she ~~systems;~~has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

~~• corruption;~~15

•Table ~~protection~~ of ~~intellectual property;~~Contents

•Selection ~~data~~of ~~privacy;~~a Target Business and Structuring of Our Initial Business Combination

•As ~~changes~~required by the NYSE rules, our initial business combination will be approved by a majority of our independent directors. The NYSE rules also require that we must complete our initial business combination with one or more businesses that together have an aggregate fair market value of at least 80% of the net assets held in ~~industry~~the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, ~~regulatory~~earnings, cash flow and/or ~~environmental~~book value). Even though our board of directors will rely on generally accepted standards, ~~within~~our board of directors will have discretion to select the ~~jurisdictions~~standards ~~where~~employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we ~~operate;~~will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

•In ~~public~~any ~~health~~case, we will only complete an initial business combination in which we own or ~~safety~~acquire ~~concerns~~50% ~~and~~or ~~governmental~~more ~~restrictions,~~of ~~including~~the ~~those~~outstanding ~~caused~~voting bysecurities ~~outbreaks~~of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of ~~pandemic~~the ~~disease~~equity interests or assets of a target business or businesses, the portion of such asbusiness or businesses that are owned or acquired by the ~~COVID~~post-19transaction ~~pandemic;~~company is what will be taken into account for purposes of the NYSE’s 80% of net assets test. There is no basis for our investors to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

•To ~~social~~the ~~unrest,~~extent ~~crime,~~we ~~strikes,~~effect ~~riots,~~our ~~civil~~initial ~~disturbances,~~business ~~terrorist~~combination ~~attacks~~with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, ~~natural~~we ~~disasters~~cannot ~~and~~assure ~~wars;~~you 70that we will properly ascertain or assess all significant risk factors.

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

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

•In ~~government~~addition, ~~appropriations~~we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of ~~assets~~our sponsor.

~~We may~~Lack ~~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~~Business ~~and financial condition.~~Diversification

~~If we~~For ~~consummate~~an aindefinite period of time after the completion of our initial business combination, ~~with~~the aprospects ~~target~~for ~~company~~our ~~with~~success ~~substantially~~may ~~all~~depend entirely on the future performance of ~~its~~a ~~operations~~single orbusiness. ~~opportunities~~Unlike ~~outside~~other of entities that have the ~~United~~resources ~~States~~to complete business combinations with multiple entities in one or several industries, ~~substantially~~it ~~all~~is ofprobable ~~our~~that ~~assets~~we ~~could~~will benot ~~located~~have inthe aresources ~~foreign~~to ~~country~~acquire ~~and~~multiple ~~substantially~~businesses. ~~all~~In ofaddition, we intend to focus our ~~revenue could~~search befor ~~derived~~an ~~from~~initial ~~our~~business ~~operations~~combination in ~~such~~a ~~country~~single industry. ~~Accordingly,~~By completing our ~~results~~initial ofbusiness ~~operations~~combination ~~and~~with ~~prospects~~only ~~could~~a besingle ~~subject~~entity, ~~to a~~our ~~significant~~lack ~~extent,~~of diversification may subject us to ~~the~~negative economic, ~~political~~competitive and ~~legal~~regulatory ~~policies~~developments, ~~developments~~any ~~and~~or ~~conditions~~all inof which may have a substantial adverse impact on the ~~country~~particular industry in which we operate after our initial business combination and cause us to depend on the marketing and sale of a limited number of products or services.

The economic, political and social conditions, as well as government policies, of the country in which our operations are ultimately located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.16

~~If we~~Table ~~pursue a target business in the aerospace, defense or government service industries, we would be subject to a variety~~ of ~~additional risks that may negatively impact our operations.~~Contents

~~Business combinations~~Post-Combination ~~with~~Management companies in the aerospace, defense or government service sectors, entail special considerations and risks. If we are successful in completing a business combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:Team

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

45We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

•Following Anan ~~inability~~initial business combination, we may seek to ~~manage~~recruit ~~rapid~~additional ~~change~~managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, ~~increasing~~or ~~customer~~that ~~expectations~~additional ~~and~~managers ~~growth;~~will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

•Stockholders AMay Not ~~reliance~~Have ~~on proprietary technology to provide services and to manage our operations, and~~ the ~~failure~~Ability ~~of this technology~~ to ~~operate~~Approve ~~effectively,~~Our orInitial ~~our~~Business ~~failure to use such technology effectively;~~Combination

•We Anmay ~~inability~~conduct redemptions without a stockholder vote pursuant to ~~deal~~the ~~with~~tender offer rules of the Securities and Exchange Commission (the “SEC”) subject to the provisions of our ~~customers’~~amended ~~privacy~~and ~~concerns;~~restated certificate of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.

•Under Anthe ~~inability~~NYSE’s tolisting ~~attract~~rules, ~~and~~stockholder ~~retain~~approval ~~customers;~~would be required for our initial business combination if, for example:

•● Anwe ~~inability~~issue toshares ~~license~~of Class A common stock that will either (a) be equal to or ~~enforce~~in ~~intellectual~~excess ~~property~~of ~~rights~~20% onof ~~which~~the number of shares of our ~~business~~Class ~~may~~A ~~depend~~common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

•● ~~Any~~any ~~significant~~of ~~disruption~~our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in ~~our~~the ~~computer~~target ~~systems~~business or ~~those~~assets to be acquired or otherwise and the present or potential issuance of ~~third~~common ~~parties~~stock ~~that~~could weresult ~~would~~in ~~utilize~~an increase in ~~our~~outstanding ~~operations~~shares or voting power of 5% or more; or

•● ~~Potential~~the ~~liability~~issuance ~~for negligence, copyright,~~ or ~~trademark~~potential ~~infringement~~issuance orof ~~other~~common ~~claims~~stock ~~based~~will onresult ~~the~~in ~~nature~~our ~~and~~undergoing ~~content~~a change of ~~materials that we may distribute;~~control.

•The ~~Disruption~~decision oras ~~failure~~to ofwhether ~~our~~we ~~networks,~~will ~~systems~~seek orstockholder ~~technology~~approval asof a ~~result~~proposed ofbusiness ~~computer~~combination ~~viruses,~~in ~~“cyber-attacks,”~~those ~~misappropriation~~instances ofin ~~data~~which stockholder approval is not required by law or ~~other~~stock ~~malfeasance,~~exchange asrule ~~well~~will asbe ~~outages~~made by us, ~~natural~~solely ~~disasters~~in our discretion, ~~terrorist~~and ~~attacks~~will be based on business and legal reasons, ~~accidental~~which ~~releases~~include a variety of ~~information~~factors, orincluding, ~~similar~~but ~~events;~~not limited to:

•● Anthe ~~inability~~timing toof ~~obtain~~the ~~necessary hardware~~transaction, ~~software~~including in the event we determine stockholder approval would require additional time and ~~operational~~there ~~support~~is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

•● ~~Reliance~~the onexpected ~~third-party~~cost ~~vendors~~of orholding ~~service~~a ~~providers~~stockholder vote;

•● ~~Our business may be subject to extensive government regulations in~~ the ~~markets~~risk inthat ~~which we will operate, any of which may be difficult and expensive to comply with; for instance, if we were to contact with~~ the ~~U.S.~~stockholders ~~government, such regulations~~ would ~~include~~fail ~~extensive procurement regulations applicable~~ to ~~sales~~approve to the ~~U.S.~~proposed ~~government,~~business ~~export-import control, security, contract pricing and costs, and product integrity requirements, and changes to those regulations could increase our costs~~combination; ~~foreign governments with whom we contact may have similar, or more onerous regulations, changes to which could also increase our costs;~~

•● Ifother wetime ~~contract with the any particular government, including the U.S. government, such government may modify, curtail or terminate one or more of our contracts,~~ and ~~changes~~budget inconstraints ~~such government’s spending and priorities could impact our financial position, results~~ of ~~operations~~the ~~and overall business~~company; and

•● ~~U.S.~~additional ~~government~~legal ~~agencies,~~complexities ~~including~~of ~~the~~a ~~Defense~~proposed ~~Contract~~business ~~Audit~~combination ~~Agency,~~that ~~the~~would ~~Defense~~be ~~Contract~~time-consuming ~~Management Agency~~ and ~~various~~burdensome ~~agency~~to ~~Inspectors~~present ~~General, routinely audit and investigate government contractors, and foreign governments with whom we contract may have similar processes~~ to ~~audit and investigate their government contractors~~stockholders.

Any of the foregoing could have an adverse impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will not be limited to the aerospace, defense or government service sectors. Accordingly, if we acquire a target business in another industry, these risks will likely not affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.17

46Table of Contents

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

~~We may~~If ~~engage~~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 ~~underwriters~~tender oroffer ~~one~~rules, ofour initial stockholders, directors, officers, advisors or their respective affiliates tomay ~~provide~~purchase ~~additional~~public ~~services~~shares or public warrants in privately negotiated transactions or in the open market either prior to usor ~~after~~following the ~~Initial~~completion ~~Public Offering~~of our initial business combination. There is no limit on the number of shares our initial stockholders, ~~including~~directors, ~~for~~officers, ~~example~~advisors or their affiliates may purchase in such transactions, ~~identifying~~subject ~~potential~~to ~~targets~~compliance with applicable law and the NYSE rules. However, ~~providing~~they ~~financial~~have ~~advisory~~no ~~services~~current commitments, ~~acting~~plans asor aintentions ~~placement agent~~to engage in asuch ~~private~~transactions ~~offering~~and have not formulated any terms or ~~arranging~~conditions ~~debt~~for ~~financing~~any such transactions. WeIf ~~may~~they ~~pay~~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 ~~underwriters~~seller or ~~their~~if ~~respective~~such ~~affiliates~~purchases ~~fair~~are ~~and~~prohibited ~~reasonable fees~~by orRegulation ~~other~~M ~~compensation~~under ~~that~~the ~~would~~Exchange beAct. ~~determined~~We atdo not currently anticipate that ~~time~~such inpurchases, anif ~~arm’s~~any, ~~length~~would ~~negotiation.~~constitute ~~The~~a ~~underwriters~~tender ~~are~~offer ~~also entitled~~subject to ~~receive~~the ~~deferred~~tender ~~commissions~~offer ~~that~~rules under ~~are~~the ~~conditioned~~Exchange onAct or a going-private transaction subject to the ~~completion~~going-private ofrules under anthe ~~initial~~Exchange ~~business~~Act; ~~combination.~~however, ~~The~~if ~~fact~~the ~~that~~ purchasers determine at the ~~underwriters~~time orof ~~their~~any ~~respective~~such ~~affiliates’~~purchases ~~financial~~that ~~interests~~the purchases are ~~tied~~subject to such rules, the ~~consummation~~purchasers ofwill acomply ~~business~~with ~~combination transaction~~such ~~may~~rules. ~~give~~Any ~~rise~~such purchases will be reported pursuant to ~~potential~~Section 13 ~~conflicts~~and Section 16 of ~~interest~~the inExchange ~~providing~~Act ~~any~~to the extent such ~~additional~~purchasers ~~services~~are subject to ~~us,~~such ~~including~~reporting ~~potential conflicts~~requirements. None of ~~interest~~the infunds ~~connection~~held ~~with~~in the ~~sourcing~~trust ~~and~~account ~~consummation~~will be used to purchase public shares or public warrants in such transactions prior to completion of anour initial business combination.

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

~~The securities~~Redemption inRights ~~which~~for wePublic ~~invest~~Stockholders ~~the~~upon ~~proceeds~~Completion ~~held in the trust account could bear a negative rate~~ of ~~interest,~~Our ~~which~~Initial ~~could~~Business ~~reduce the~~Combination ~~interest~~or ~~income~~Certain ~~available~~Stockholder ~~for~~Votes ~~payment~~to ofAmend ~~taxes~~our orAmended ~~reduce~~and ~~the~~Restated ~~value~~Certificate of ~~the assets held in trust such that the per share redemption amount received by public stockholders may be less than $10.00 per share.~~Incorporation

~~The net~~We ~~proceeds~~will ofprovide our public stockholders with the ~~Initial~~opportunity ~~Public~~to ~~Offering~~redeem ~~and~~all ~~certain~~or ~~proceeds~~a ~~from~~portion ~~the~~of ~~sale~~their shares of Class A common stock upon (i) the ~~private~~completion ~~placement~~of ~~warrants~~our ~~are~~initial ~~held~~business incombination ~~an interest-bearing~~or ~~trust~~(ii) a ~~account.~~stockholder ~~The~~vote ~~proceeds~~to ~~held~~approve inan ~~the~~amendment ~~trust~~to ~~account~~our ~~may~~amended ~~only~~and berestated ~~invested~~certificate inof ~~direct~~incorporation ~~U.S.~~(A) to ~~government~~modify ~~securities with~~the asubstance ~~maturity~~or timing of ~~185~~our ~~days~~obligation orto ~~less,~~allow orredemption in ~~certain~~connection ~~money~~with ~~market~~our ~~funds~~initial ~~which~~business ~~invest~~combination ~~only~~or into ~~direct~~redeem ~~U.S.~~100% ~~Treasury~~of ~~obligations.~~our ~~While short-term~~public ~~U.S.~~shares ~~government~~if ~~treasury~~we ~~obligations~~do ~~currently~~not ~~yield~~complete aour ~~positive~~initial ~~rate~~business ofcombination ~~interest,~~prior ~~they~~to ~~have~~November 19, ~~briefly~~2022 ~~yielded~~or ~~negative interest~~(B) with ~~rates~~respect into ~~recent~~any ~~years.~~other ~~Central~~provision ~~banks~~relating into ~~Europe~~stockholders’ ~~and~~rights ~~Japan~~or ~~pursued~~pre-initial ~~interest~~business ~~rates~~combination ~~below~~activity. ~~zero~~Such inredemptions, ~~recent~~if ~~years~~any, ~~and~~will ~~the~~be ~~Open Market~~made ~~Committee~~at ofa ~~the~~per-share ~~Federal~~price, ~~Reserve~~payable ~~has~~in ~~not~~cash, ~~ruled~~equal ~~out~~to the ~~possibility~~aggregate ~~that~~amount itthen ~~may~~on deposit in the ~~future~~trust ~~adopt~~account ~~similar~~as ~~policies~~of ~~in the~~two ~~United~~business days ~~States.~~prior Into the event oftriggering ~~very~~the ~~low~~right orto ~~negative yields~~redeem, including interest earned on the ~~amount~~funds ofheld ~~interest~~in ~~income~~the ~~(which~~trust weaccount ~~may~~and ~~withdraw~~not previously released to us to pay our franchise and income taxes, ifdivided ~~any)~~by ~~would~~the benumber ~~reduced~~of then outstanding public shares, subject to the limitations described herein. InThe redemption rights will include the ~~event~~requirement that wea ~~are~~beneficial ~~unable~~holder must identify itself in order to ~~complete~~validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination, with respect to our ~~public~~warrants. ~~stockholders are~~Our ~~entitled~~initial tostockholders, ~~receive~~officers ~~their~~and ~~share~~directors ofhave ~~the~~entered ~~proceeds~~into ~~held~~a inletter ~~the~~agreement ~~trust~~with ~~account~~us, ~~plus~~pursuant ~~any~~to ~~interest~~which ~~income.~~they Ifhave ~~the~~agreed ~~balance~~to ofwaive ~~the trust~~their ~~account~~redemption isrights ~~reduced~~with ~~below~~respect ~~$218,838,800~~to asany afounder ~~result~~shares ofand ~~negative~~any ~~interest~~public ~~rates,~~shares held by them in connection with the ~~amount~~completion of ~~funds~~our ininitial ~~the~~business ~~trust~~combination ~~account~~or ~~available for~~a ~~distribution~~stockholder vote to approve an amendment to our ~~public~~amended ~~stockholders~~and ~~may~~restated becertificate ~~reduced~~of ~~below~~incorporation, ~~$10.00~~as ~~per~~described ~~share~~above.

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 or warrants, potentially at a loss.18

~~Our public~~Table ~~stockholders will be entitled to receive funds from the trust account only upon the earliest to occur~~ of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our public shares if we do not complete an initial business combination prior to November 19, 2022 or during any Extension Period, subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.Contents

47 Manner of Conducting Redemptions

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

~~Our securities~~If ~~are~~a ~~listed~~stockholder onvote ~~the~~is ~~NYSE.~~not Werequired cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and ~~stock price levels. Generally,~~ we ~~must~~do ~~maintain~~not adecide ~~minimum~~to ~~amount in~~hold ~~stockholders’ equity and~~ a ~~minimum~~stockholder ~~number~~vote offor ~~holders~~business ofor ~~our~~other ~~securities. Additionally~~reasons, ~~in connection with our initial business combination,~~ we will ~~be required to demonstrate compliance with the NYSE’s initial listing requirements~~, ~~which are~~pursuant ~~more rigorous than the NYSE’s continued listing requirements, in order~~ to ~~continue to maintain the listing of~~ our ~~securities on~~amended the NYSE. For instance, our stock price would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the NYSE delists our securities from trading on its exchange and werestated ~~are~~certificate ~~not~~of 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, includingincorporation:

•● aconduct ~~limited~~the ~~availability~~redemptions pursuant to Rule 13e-4 and Regulation 14E of ~~market~~the ~~quotations~~Exchange ~~for~~Act, ~~our~~which ~~securities;~~regulate issuer tender offers, and

•● ~~reduced~~file ~~liquidity~~tender ~~for~~offer documents with the SEC prior to completing our ~~securities;~~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 athe ~~determination~~public ~~that~~announcement of our ~~Class~~initial Abusiness ~~common~~combination, ~~stock~~we isor aour ~~“penny~~sponsor ~~stock” which~~ will ~~require~~terminate ~~brokers~~any ~~trading~~plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock toin ~~adhere~~the toopen ~~more~~market ~~stringent~~if ~~rules~~we ~~and~~elect ~~possibly~~to ~~result~~redeem inour apublic ~~reduced~~shares ~~level~~through ofa ~~trading~~tender ~~activity~~offer, into ~~the~~comply ~~secondary~~with ~~trading~~Rule 14e-5 ~~market~~under ~~for~~the ~~our~~Exchange ~~securities;~~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 ~~limited~~the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of ~~news~~our initial business combination and ~~analyst~~after ~~coverage;~~payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

•If, ahowever, ~~decreased~~stockholder ~~ability~~approval toof ~~issue~~the ~~additional~~transaction ~~securities~~is required by law or stock exchange listing requirements, or we decide to obtain ~~additional~~stockholder ~~financing~~approval infor ~~the~~business ~~future.~~or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

~~The National~~● ~~Securities~~conduct ~~Markets Improvement Act of 1996, which is a federal statute, prevents or preempts~~ the ~~states~~redemptions from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A common stock and warrants will be listed on the NYSE, our units, Class A common stock and warrants will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in aconjunction ~~particular~~with ~~case. While we are not aware of~~ a ~~state~~proxy ~~having used~~solicitation ~~these~~pursuant ~~powers~~ to ~~prohibit~~Regulation or14A ~~restrict~~of the ~~sale~~Exchange ~~of securities issued by blank check companies~~Act, ~~other~~which ~~than~~regulates the ~~State~~solicitation of ~~Idaho~~proxies, ~~certain~~ ~~state securities regulators view blank check companies unfavorably~~ and ~~might~~not ~~use~~pursuant ~~these powers, or threaten~~ to ~~use these powers, to hinder~~ the ~~sale~~tender of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer ~~our securities~~rules, ~~including in connection with our initial business combination.~~and

~~If we~~● ~~have~~file ~~not~~proxy ~~completed~~materials anwith ~~initial~~the ~~business combination prior to November 19, 2022, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust account~~SEC.

~~If we~~In ~~have not completed an initial business combination prior to November 19, 2022 or during any Extension Period,~~ the ~~proceeds then~~event onthat ~~deposit~~we inseek ~~the~~stockholder ~~trust~~approval ~~account, including interest earned on the funds held in the trust account and not previously released to us to pay taxes (less up to $100,000~~ of ~~the~~our ~~interest~~initial tobusiness ~~pay dissolution expenses)~~combination, ~~will~~we ~~be used to fund the redemption of our public shares, as further described herein. Any redemption of public stockholders from the trust account~~ will bedistribute ~~effected~~proxy ~~automatically by~~materials ~~function of our amended~~ and ~~restated certificate of incorporation prior to any voluntary winding up. If we are required to wind-up~~, ~~liquidate~~in ~~the~~connection ~~trust account and distribute such amount therein~~therewith, ~~pro~~provide ~~rata, to~~ our public stockholders, ~~as part of any liquidation process, such winding up, liquidation and distribution must comply~~ with the ~~applicable provisions of the DGCL. In that case, investors may be forced to wait beyond 24 months from the closing of the Initial Public Offering or the expiration of any Extension Period before the~~ redemption ~~proceeds~~rights ofdescribed ~~our~~above ~~trust~~upon ~~account~~completion ~~become available to them, and they receive the return~~ of ~~their pro rata portion of~~ the ~~proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption of public shares or liquidation unless we complete our~~ initial business combination ~~prior thereto and only then in cases where investors have sought to redeem their Class A common stock~~. ~~Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial business combination.~~

48 19

~~Holders of~~Table ~~Class A common stock will not be entitled to vote on any election~~ of ~~directors we hold prior to our initial business combination.~~Contents

~~Prior to~~If we seek stockholder approval, we will complete our initial business combination, only ~~holders~~if a majority of ~~our~~the ~~founder~~outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will ~~have~~consist of the ~~right~~holders topresent ~~vote~~in onperson or by proxy of shares of outstanding capital stock of the ~~election~~company representing a majority of ~~directors. Holders~~the voting power of ~~our~~all ~~public~~outstanding shares ~~will~~of ~~not~~capital bestock of the company entitled to vote onat such meeting. Our initial stockholders will count toward this quorum and pursuant to the ~~election~~letter ofagreement, our initial stockholders, officers and directors have agreed to vote their founder shares and any public shares purchased during ~~such~~or ~~time~~after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of our initial business combination. InFor ~~addition~~purposes of seeking approval of the majority of our outstanding shares of common stock voted, ~~prior~~non-votes to will have no effect on the ~~completion~~approval of anour initial business combination, ~~holders~~once ofa quorum is obtained. As a ~~majority~~result, ofin addition to our initial stockholders’ founder shares, ~~may~~we ~~remove~~would need only 8,189,551, or 37.5% (assuming all outstanding shares are voted), or 1,364,926, or 6.25% (assuming only the minimum number of shares representing a ~~member~~quorum are voted), of the ~~board~~ 21,838,800 public shares outstanding to be voted in favor of ~~directors~~an ~~for~~initial ~~any~~business ~~reason~~combination (assuming all outstanding shares are voted) in order to have our initial business combination approved. ~~Accordingly,~~We ~~you~~intend ~~may~~to give approximately 30 days (but not ~~have~~less ~~any~~than ~~say~~10 days innor ~~the~~more ~~management~~than 60 days) prior written notice of ~~our~~any ~~company~~such ~~prior~~meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the ~~consummation~~ voting agreements of anour initial stockholders, 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 are~~Our ~~not~~amended ~~registering~~and ~~the~~restated ~~shares~~certificate of ~~Class~~incorporation Aprovides ~~common~~that ~~stock~~in ~~issuable~~no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon ~~exercise~~consummation of ~~the~~our ~~warrants~~initial ~~under~~business combination and after payment of deferred underwriting commissions (so that we are not subject to the ~~Securities~~SEC’s ~~Act~~“penny stock” rules) or any ~~state~~ ~~securities~~greater ~~laws~~net attangible ~~this~~asset ~~time,~~or ~~and~~cash ~~such~~requirement ~~registration~~which may ~~not~~ be contained in ~~place~~the ~~when~~agreement anrelating ~~investor~~to ~~desires~~our toinitial ~~exercise~~business ~~warrants~~combination. For example, ~~thus precluding~~the ~~such~~proposed ~~investor~~initial ~~from~~business ~~being~~combination ~~able~~may require: (i) cash consideration to ~~exercise~~be paid to the target or its ~~warrants~~owners, ~~except~~(ii) cash onto abe ~~cashless~~transferred ~~basis.~~to Ifthe target for working capital or other general corporate purposes or (iii) the ~~issuance~~retention of cash to satisfy other conditions in accordance with the ~~shares~~terms ~~upon exercise~~of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all shares of ~~warrants~~Class A iscommon ~~not~~stock ~~registered,~~that ~~qualified~~are orvalidly ~~exempt~~submitted ~~from~~for ~~registration~~redemption orplus ~~qualification,~~any amount required to satisfy cash conditions pursuant to the ~~holder~~terms of ~~such~~the ~~warrant~~proposed initial business combination exceed the aggregate amount of cash available to us, we will not becomplete ~~entitled~~the toinitial ~~exercise~~business ~~such~~combination ~~warrant~~or redeem any shares, and ~~such~~all ~~warrant~~shares ~~may~~of ~~have~~Class A nocommon ~~value~~stock ~~and~~submitted ~~expire~~for ~~worthless~~redemption will be returned to the holders thereof.

~~We are~~Limitation not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, 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 commercially reasonable efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants 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 of Class A common stock 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 aRedemption ~~cashless basis, in which case the number of shares of our Class A common stock that you will receive~~ upon ~~cashless~~Completion ~~exercise will be based on a formula subject to a maximum number~~ of ~~shares~~Our ~~equal to~~Initial ~~0.361~~Business ~~shares~~Combination of our Class A common stock per warrant (subject to adjustment). 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 state registration is available. If ~~that~~We ~~exemption,~~Seek orStockholder another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.Approval

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

In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the shares of Class A common stock. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 15 business days of the closing of an initial business combination.20

49 Table of Contents

~~If you~~Tendering ~~exercise~~Stock ~~your~~Certificates ~~public~~in ~~warrants~~Connection onwith a ~~“cashless~~Tender ~~basis,”~~Offer ~~you~~or ~~will~~Redemption ~~receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.~~Rights

~~There are~~We ~~circumstances~~may inrequire ~~which~~our ~~the exercise of the~~ public ~~warrants~~stockholders ~~may~~seeking ~~be required or permitted~~ to beexercise ~~made~~their onredemption arights, ~~cashless~~whether ~~basis.~~they ~~First, if~~are arecord ~~registration~~holders ~~statement~~or ~~covering~~hold ~~the~~their shares ofin ~~Class~~“street Aname,” ~~common~~to ~~stock~~either ~~issuable~~tender ~~upon~~their ~~exercise~~certificates ofto ~~the~~our ~~warrants~~transfer isagent ~~not~~prior ~~effective by~~to the ~~60th~~date ~~business~~set ~~day~~forth ~~after~~in the ~~closing~~tender ofoffer ~~our~~documents ~~initial~~or ~~business~~proxy ~~combination,~~materials ~~warrant~~mailed ~~holders~~to ~~may, until~~ such ~~time as there is an effective registration statement~~holders, ~~exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act~~ or ~~another~~up ~~exemption.~~to ~~Second,~~two ifbusiness days aprior ~~registration~~to ~~statement covering~~ the ~~Class~~initial Avote ~~common~~on ~~stock issuable upon exercise of~~ the ~~warrants~~ isproposal ~~not~~to ~~effective~~approve ~~within a specified period following~~ the ~~consummation of our~~ initial business combination, ~~warrant~~in ~~holders may,~~the ~~until~~event ~~such~~we ~~time~~distribute asproxy ~~there~~materials, isor anto ~~effective~~deliver ~~registration~~their ~~statement~~shares ~~and during any period when we shall have failed~~ to ~~maintain an~~the ~~effective~~transfer ~~registration~~agent ~~statement,~~electronically ~~exercise~~using ~~warrants~~The onDepository aTrust ~~cashless~~Company’s ~~basis~~DWAC ~~pursuant~~(Deposit/Withdrawal toAt ~~the exemption provided by Section 3(a~~Custodian)~~(9) of~~ ~~the Securities Act~~System, ~~provided~~at ~~that~~the ~~such~~holder’s ~~exemption~~option. isThe ~~available;~~tender ifoffer ~~that exemption,~~ or ~~another~~proxy ~~exemption~~materials, isas ~~not available~~applicable, ~~holders will~~that ~~not~~we bewill ~~able~~furnish to ~~exercise~~holders ~~their~~of ~~warrants~~our ~~on a cashless basis. Third, if we call the~~ public ~~warrants~~shares ~~for~~in ~~redemption~~connection ~~under~~with ~~certain circumstances,~~our ~~warrant~~initial ~~holders~~business combination will beindicate ~~able~~whether towe ~~exercise~~are ~~their~~requiring ~~warrants~~public onstockholders ~~a cashless basis prior~~ to ~~redemption.~~satisfy Insuch ~~the~~delivery ~~event of an exercise on a cashless basis~~requirements, awhich ~~holder~~may ~~would~~include ~~pay~~ the ~~warrant~~requirement ~~exercise price by surrendering the warrants for~~ that ~~number~~a ~~of shares~~beneficial ofholder ~~Class~~must Aidentify ~~common~~itself ~~stock~~in ~~equal~~order to ~~the~~validly ~~lesser~~redeem ofits ~~(A)~~public ~~the quotient obtained by dividing (x) the product of the number of~~ shares of. ~~Class~~Accordingly, Aa ~~common~~public ~~stock~~stockholder ~~underlying~~would ~~the~~have ~~warrants,~~from ~~multiplied by~~ the ~~excess~~time ofwe ~~the~~send ~~“fair~~out ~~market value” of~~ our ~~Class A~~tender ~~common~~offer ~~stock~~materials ~~(defined~~until ~~above) over~~ the ~~exercise~~close ~~price~~ of the ~~warrants~~tender byoffer ~~(y)~~period, ~~the~~or ~~fair~~up ~~market~~to ~~value~~two days ~~and~~prior ~~(B)~~to ~~0.361 per whole warrant, and~~ the ~~number~~vote ofon ~~shares of our Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised~~ the ~~warrant~~initial ~~for~~business ~~cash.~~combination ~~For example,~~ if ~~the~~we ~~holder~~distribute isproxy exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of our Class A common stock have a fair market value of $17.50 per share when there is no effective registration statementmaterials, ~~then~~as ~~upon the cashless exercise~~applicable, ~~the~~to ~~holder~~tender ~~will~~its ~~receive 300~~ shares ofif ~~our~~it ~~Class~~wishes Ato ~~common stock.~~seek ~~The~~to ~~holder would have received 875 shares of our Class A common stock if the~~ exercise ~~price~~its ~~was~~redemption ~~paid in cash~~rights. ~~This~~Given ~~will have~~ the ~~effect~~relatively ofshort ~~reducing~~exercise ~~the~~period, ~~potential~~it ~~“upside”~~is ofadvisable ~~the~~for ~~holder’s~~stockholders ~~investment~~to inuse ~~our~~electronic ~~company~~delivery ~~because the warrant holder will hold a smaller number~~ of ~~shares~~their ofpublic ~~our Class A common stock upon a cashless exercise of the warrants they hold~~shares.

~~We may~~There ~~issue~~is ~~additional~~a ~~common~~nominal ~~stock~~cost orassociated ~~preferred~~with ~~stock~~the toabove-referenced ~~complete~~tendering ~~our~~process ~~initial~~and ~~business~~the ~~combination~~act orof ~~under~~certificating anthe ~~employee~~shares ~~incentive plan~~or ~~after~~delivering ~~completion~~them ofthrough ~~our~~the ~~initial~~DWAC ~~business combination~~System. WeThe ~~may~~transfer ~~also~~agent ~~issue~~will ~~shares~~typically ofcharge ~~Class~~the Atendering ~~common~~broker ~~stock~~$80.00 ~~upon~~and ~~the~~it ~~conversion of~~would be up to the ~~Class~~broker Bwhether ~~common~~or ~~stock~~not atto apass ~~ratio~~this ~~greater~~cost ~~than~~on ~~one-~~to~~-one~~ at the ~~time~~redeeming ofholder. ~~our~~However, ~~initial~~this ~~business~~fee ~~combination~~would asbe aincurred ~~result~~regardless of ~~the~~ ~~anti-dilution~~whether ~~provisions~~or ~~contained~~not inwe ~~our~~require ~~amended~~holders ~~and~~seeking ~~restated~~to ~~certificate~~exercise ofredemption ~~incorporation~~rights to tender their shares. ~~Any~~The ~~such~~need ~~issuances~~to ~~would~~deliver ~~dilute the~~shares ~~interest~~is a requirement of ~~our~~exercising ~~stockholders~~redemption ~~and~~rights ~~likely~~regardless ~~present~~of ~~other~~the ~~risks~~timing of when such delivery must be effectuated.

~~Our amended~~The ~~and~~foregoing ~~restated~~is ~~certificate~~different offrom ~~incorporation~~the ~~authorizes~~procedures ~~the~~used ~~issuance~~by ofmany upblank check companies. In order to ~~200,000,000~~perfect ~~shares~~redemption ofrights ~~Class~~in Aconnection ~~common~~with ~~stock~~their business combinations, ~~par~~ ~~value~~many ~~$0.0001~~blank ~~per~~check ~~share,~~companies ~~20,000,000~~would ~~shares~~distribute ofproxy ~~Class~~materials Bfor ~~common~~the ~~stock,~~stockholders’ ~~par~~vote ~~value~~on ~~$0.0001~~an ~~per~~initial ~~share~~business combination, and ~~1,000,000~~a ~~shares~~holder ofcould ~~preferred stock,~~simply ~~par~~vote ~~value~~against ~~$0.0001~~a ~~per~~proposed ~~share.~~initial ~~There~~business ~~are~~combination ~~178,161,200~~ and ~~14,540,300~~check ~~authorized~~a ~~but~~box ~~unissued~~on ~~shares~~the ofproxy ~~Class~~card Aindicating ~~common~~such ~~stock and~~holder ~~Class~~was Bseeking ~~common~~to ~~stock,~~exercise ~~respectively,~~his ~~available~~or ~~for~~her ~~issuance,~~redemption ~~which~~rights. ~~amount~~After ~~does~~the ~~not~~initial ~~take~~business ~~into~~combination ~~account~~was approved, the ~~shares~~company ofwould ~~Class~~contact ~~A common~~such ~~stock~~stockholder ~~reserved~~to arrange for ~~issuance~~him ~~upon~~or ~~exercise~~her ofto ~~outstanding~~deliver ~~warrants~~his or her certificate to verify ownership. ~~There~~As ~~are~~a noresult, ~~shares~~the ofstockholder ~~preferred~~then ~~stock~~had ~~issued~~an ~~and~~“option ~~outstanding. Shares~~window” after the completion of ~~Class~~the Binitial ~~common~~business ~~stock~~combination ~~are~~during ~~convertible~~which ~~into~~he ~~shares~~or ofshe ~~our~~could ~~Class~~monitor Athe ~~common~~price ~~stock~~of ~~initially~~the atcompany’s astock ~~one-for-one~~in ~~ratio~~the ~~but~~market. ~~subject to~~If ~~adjustment~~the asprice ~~set~~rose ~~forth~~above ~~herein~~the redemption price, ~~including~~he inor ~~certain~~she ~~circumstances~~could sell his or her shares in ~~which~~the weopen ~~issue~~market ~~Class~~before Aactually ~~common~~delivering ~~stock~~his or ~~equity-linked securities~~her ~~related~~shares to ~~our~~the ~~initial~~company ~~business~~for ~~combination~~cancellation. ~~Shares~~As ofa ~~Class~~result, Bthe ~~common~~redemption ~~stock~~rights, ~~are~~to ~~also~~which ~~convertible~~stockholders atwere aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the initial business combination until the redeeming holder atdelivered ~~any~~its ~~time~~certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the initial business combination is approved.

~~We may~~Any ~~issue~~request ato ~~substantial~~redeem ~~number~~such ~~of additional~~ shares, ofonce ~~common~~made, ~~or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We~~ may ~~also~~be ~~issue~~withdrawn ~~shares~~at ofany ~~Class~~time ~~A common~~up ~~stock~~ to ~~redeem~~ the ~~warrants~~date asset ~~described~~forth in ~~“Description of Securities — Redeemable Warrants — Redemption of warrants when~~ the ~~price~~tender ~~per~~offer ~~share~~materials ~~of our Class A common stock equals~~ or ~~exceeds~~the ~~$10.00”~~date ~~or upon conversion~~ of the ~~Class B~~stockholder ~~common~~meeting ~~stock~~set atforth ain ~~ratio greater than one-to-one at the time of~~ our ~~initial~~proxy ~~business~~materials, ~~combination~~ as ~~a result of the anti-dilution provisions contained in our amended and restated certificate of incorporation~~applicable. ~~However~~Furthermore, ~~our~~if ~~amended~~a ~~and~~holder ~~restated certificate~~ of ~~incorporation~~ ~~will~~a ~~provide,~~public ~~among~~share ~~other~~delivered ~~things,~~its ~~that~~certificate ~~prior to or~~ in connection with ~~our~~an ~~initial~~election ~~business combination, we may not issue additional shares~~ of ~~capital~~redemption ~~stock~~rights ~~that~~and ~~would~~subsequently ~~entitle~~decides ~~the~~prior ~~holders thereof~~ to ~~(i) receive funds from~~ the ~~trust~~applicable ~~account~~date ~~or (ii)~~not ~~vote~~to onelect ~~any~~to ~~initial~~exercise ~~business~~such ~~combination. These provisions of our amended and restated certificate of incorporation~~rights, ~~like all~~such ~~provisions~~holder ofmay ~~our~~simply ~~amended~~request ~~and~~that ~~restated~~the ~~certificate~~transfer ofagent ~~incorporation,~~return ~~may be amended with~~ the ~~approval~~certificate of(physically ~~our~~or ~~stockholders~~electronically). ~~However,~~ ~~our~~It ~~initial~~is ~~stockholders,~~anticipated ~~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 (A) to modify~~ the ~~substance~~funds ~~or timing of our obligation~~ to ~~allow~~be ~~redemption~~distributed ~~in connection with our initial business combination or~~ to ~~redeem~~holders ~~100%~~ of our public shares ifelecting ~~we do not complete our initial business combination prior~~ to November 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares ofwill ~~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~~distributed ofpromptly ~~taxes~~after ~~payable), divided by~~ the ~~number~~completion of ~~then~~our ~~outstanding~~initial ~~public~~business ~~shares~~combination.

50 If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

~~The issuance~~If ofour ~~additional~~initial ~~shares~~proposed ofinitial ~~common~~business combination is not completed, we may continue to try to complete an initial business combination with a different target until November 19, 2022 or ~~preferred~~during ~~stock:~~any Extension Period.

~~• may significantly dilute the equity interest of investors in the Initial Public Offering;~~21

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

•Redemption ~~could cause a change~~ of ~~control~~Public ifShares ~~a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any,~~ and ~~could~~Liquidation ~~result~~If inNo ~~the~~Initial ~~resignation~~Business ~~or removal of our present officers and directors; and~~Combination

•Our ~~may~~amended ~~adversely~~and ~~affect~~restated ~~prevailing~~certificate ~~market~~of ~~prices~~incorporation provides that we will have only 24 months from the closing of the Initial Public Offering to complete our initial business combination. If we do not complete our initial business combination within such 24-month period or any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our ~~units~~franchise and income taxes (less up to $100,000 ~~Class~~of Ainterest ~~common~~to ~~stock~~pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and/ (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.

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

~~We may~~In ~~choose~~identifying, toevaluating ~~incur~~and ~~substantial~~selecting ~~debt~~a totarget ~~complete~~business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. WeMany of these entities are well established and have ~~agreed~~extensive ~~that~~experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will ~~not~~be ~~incur~~limited ~~any~~by ~~indebtedness unless~~our weavailable ~~have~~financial ~~obtained~~resources. ~~from~~This inherent limitation may give others with greater resources an advantage in pursuing the ~~lender~~initial abusiness ~~waiver~~combination of ~~any~~a ~~right,~~target ~~title~~business. Furthermore, ~~interest~~our orobligation ~~claim~~to ofpay ~~any~~cash ~~kind~~ in orconnection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the ~~monies~~future ~~held~~dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in ~~the~~ ~~trust~~successfully ~~account~~negotiating an initial business combination.

~~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:~~Facilities

•Our ~~default~~executive ~~and~~offices ~~foreclosure~~are onlocated ~~our~~at ~~assets~~2455 ifE. Sunrise Blvd. Suite 1205, Fort Lauderdale, FL 33304 and our ~~operating~~telephone ~~revenues~~number ~~after~~is an(954) ~~initial~~526-4865. ~~business~~Our ~~combination~~executive offices are ~~insufficient~~provided to ~~repay~~us by an affiliate of our ~~debt~~sponsor ~~obligations;~~at no cost to us. We consider our current office space adequate for our current operations.

•Website 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;

•We maintain an Internet website at www.pineislandac.com. The information contained on our ~~immediate~~website ~~payment~~or ofthat ~~all~~can ~~principal~~be ~~and~~accessed ~~accrued~~through ~~interest,~~our ifwebsite ~~any,~~does ifnot ~~the~~constitute ~~debt~~a ispart ~~payable~~of onthis ~~demand;~~report.

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

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

• 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, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;22

51 Table of Contents

•Item ~~limitations~~1A. onRisk ~~our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~Factors.

•Risks ~~increased~~Related ~~vulnerability~~ to ~~adverse~~Our ~~changes~~Business ~~in general economic, industry~~ and ~~competitive~~the ~~conditions~~Initial ~~and~~Business ~~adverse changes in government regulation;~~Combination

•Our ~~limitations~~public onstockholders ~~our~~may ~~ability~~not be afforded an opportunity to ~~borrow~~vote ~~additional~~on ~~amounts~~our ~~for~~proposed ~~expenses,~~initial ~~capital~~business ~~expenditures~~combination, ~~acquisitions,~~which ~~debt~~means ~~service~~we ~~requirements,~~may ~~and~~complete ~~execution~~our initial business combination even though a majority of our ~~strategy;~~public ~~and~~stockholders do not support such a combination.

•We may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other ~~disadvantages~~reasons. ~~compared~~Except as required by law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our ~~competitors~~discretion, ~~who~~and ~~have~~will ~~less~~be ~~debt~~based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.

~~The grant~~If we seek stockholder approval of ~~registration~~our ~~rights~~initial tobusiness combination, our initial stockholders ~~may~~have ~~make~~agreed itto ~~more~~vote ~~difficult~~in tofavor ~~complete~~of ~~our~~such initial business combination, ~~and~~ ~~the~~regardless ~~future exercise~~ of ~~such~~how ~~rights may adversely affect the market price of~~ our ~~Class~~public Astockholders ~~common stock~~vote.

Pursuant to ~~an agreement entered into concurrently with~~ the ~~issuance~~letter ~~and sale of the securities in the Initial Public Offering~~agreement, our initial stockholders, officers and ~~their~~directors ~~permitted~~have ~~transferees~~agreed ~~can~~to ~~demand~~vote ~~that~~their wefounder ~~register the~~ shares, ofas ~~Class~~well Aas ~~common~~any ~~stock~~public ~~into~~shares ~~which~~purchased ~~are~~during ~~founder shares~~or ~~are~~after ~~convertible,~~ the ~~private~~Initial ~~placement~~Public ~~warrants,~~Offering ~~the~~(including ~~shares~~in ofopen ~~Class~~market Aand ~~common~~privately ~~stock~~negotiated ~~issuable~~transactions), ~~upon~~in ~~exercise~~favor of ~~the~~our ~~private placement~~initial ~~warrants~~business ~~held,~~combination. orAs toa ~~be held~~result, byin ~~them,~~addition ~~and~~to ~~holders~~our ofinitial ~~warrants~~stockholders’ ~~that~~founder ~~may~~shares, bewe ~~issued~~would ~~upon~~need ~~conversion~~only of8,189,551, ~~working~~or ~~capital loans~~37.5% ~~may~~(assuming ~~demand~~all ~~that~~outstanding weshares ~~register~~are ~~such~~voted), ~~warrants~~ or ~~the~~1,364,926, ~~Class~~or ~~A common stock issuable upon exercise of such warrants~~6.25% We(assuming ~~will~~only ~~bear~~ the ~~cost~~minimum number of ~~registering~~shares ~~these~~representing ~~securities.~~a ~~The~~quorum ~~registration~~are ~~and~~voted), ~~availability~~ of ~~such a significant number of securities for trading in~~ the 21,838,800 public ~~market~~shares ~~may~~outstanding ~~have~~to anbe ~~adverse~~voted ~~effect~~in onfavor ~~the market price~~ of ~~our~~an ~~Class~~initial Abusiness ~~common~~combination ~~stock.~~(assuming Inall ~~addition,~~outstanding ~~the~~shares ~~existence~~are ~~of the~~voted) ~~registration~~in ~~rights~~order ~~may~~to ~~make~~have our initial business combination ~~more~~approved. ~~costly~~Our orinitial ~~difficult~~stockholders toown ~~conclude.~~shares ~~This~~representing is20% ~~because the stockholders~~ of ~~the~~our ~~target~~outstanding ~~business~~shares ~~may~~of ~~increase~~common ~~the~~stock. ~~equity~~Accordingly, ~~stake~~if ~~they~~we seek instockholder ~~the~~approval ~~combined~~of ~~entity~~our orinitial ~~ask~~business ~~for~~combination, ~~more~~the ~~cash~~agreement ~~consideration~~by toour ~~offset the~~initial ~~negative~~stockholders ~~impact~~to onvote ~~the~~in ~~market~~favor ~~price~~ of our ~~Class~~initial Abusiness ~~common~~combination ~~stock~~will ~~that~~increase ~~is expected when~~ the ~~securities~~likelihood ~~owned~~that bywe ~~our~~will ~~initial stockholders~~receive orthe ~~holders~~requisite ofstockholder ~~working~~approval ~~capital~~for ~~loans~~such orinitial ~~their~~business ~~respective permitted transferees are registered~~combination.

~~We may~~Your ~~amend~~only ~~the~~opportunity ~~terms~~to ofaffect the ~~warrants~~investment indecision regarding a ~~manner~~potential ~~that~~business ~~may~~combination will be ~~adverse~~limited to ~~holders of public warrants with~~ the ~~approval by the holders of at least 50% of the then outstanding public warrants. As a result, the~~ exercise ~~price~~ of your ~~warrants~~right ~~could~~to beredeem ~~increased, the~~your ~~exercise period could be shortened and the number of~~ shares offrom ~~our~~us ~~Class~~for Acash, ~~common~~unless ~~stock~~we ~~purchasable~~seek ~~upon~~stockholder ~~exercise~~approval of athe ~~warrant could~~initial bebusiness ~~decreased, all without your approval~~combination.

~~Our warrants~~At ~~will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that~~ the ~~terms~~time of ~~the~~your ~~warrants~~investment ~~may~~in ~~be amended without the consent of any holder to cure any ambiguity or correct any defective provision~~us, ~~but~~you ~~requires~~will ~~the~~not ~~approval~~be byprovided ~~the~~with ~~holders~~an ofopportunity ~~at least 50% of the then outstanding public warrants~~ to ~~make~~evaluate ~~any change that adversely affects~~ the ~~interests~~specific ofmerits ~~the~~or ~~registered~~risks ~~holders~~ of ~~public~~our ~~warrants. Accordingly,~~initial webusiness ~~may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment~~combination. ~~Although~~Since our ~~ability~~board ~~to amend the terms~~ of ~~the~~directors ~~public~~may ~~warrants~~complete ~~with~~an ~~the consent~~initial ofbusiness atcombination ~~least~~without ~~50%~~seeking ofstockholder ~~the~~approval, ~~then outstanding~~ public ~~warrants~~stockholders ismay ~~unlimited,~~not ~~examples~~have ofthe ~~such~~right ~~amendments~~or ~~could~~opportunity ~~be amendments~~ to, ~~among~~vote ~~other~~on ~~things, increase~~ the ~~exercise~~initial ~~price~~business ~~of the warrants~~combination, ~~convert~~unless ~~the~~we ~~warrants~~seek ~~into~~such ~~cash~~stockholder ~~or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant~~vote.

~~A provision~~Accordingly, ofif ~~our~~we ~~warrant~~do ~~agreement~~not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may ~~make~~be itlimited ~~more~~to ~~difficult~~exercising ~~for~~your usredemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to ~~consummate~~our anpublic stockholders in which we describe our initial business combination.

~~Unlike most~~The ~~blank~~ability ~~check~~of ~~companies~~our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, ifwhich may make it difficult for us to enter into an initial business combination with a target.

(We may seek to enter into an initial business combination agreement with a) prospective target that requires as a closing condition that we ~~issue~~have ~~additional~~a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of ~~Class~~our Ainitial ~~common~~business combination and after payment of deferred underwriting commissions (so that we are not subject to the SEC’s “penny stock” rules) or ~~equity-linked~~any ~~securities~~greater ~~for~~net ~~capital~~tangible ~~raising~~asset ~~purposes~~or incash ~~connection~~requirement ~~with~~which may be contained in the ~~closing~~agreement ofrelating to our initial business combination. atConsequently, aif ~~Newly~~accepting ~~Issued~~all ~~Price~~properly ofsubmitted redemption requests would cause our net tangible assets to be less than $95,000,001 upon consummation of our initial business combination and after payment of deferred underwriting commissions or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination.20 ~~per~~Prospective ~~share;~~targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.

52 23

~~(b)~~Table ~~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 consummation of our initial business combination (net of redemptions), andContents

~~(c)~~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 ~~Market~~most ~~Value~~desirable isbusiness ~~below~~combination ~~$9.20~~or ~~per~~optimize ~~share,~~our capital structure.

~~then~~ At the ~~exercise~~time ~~price~~we ofenter ~~the~~into ~~warrants~~an ~~will~~agreement befor ~~adjusted~~our toinitial bebusiness ~~equal~~combination, towe ~~115%~~will ofnot ~~the~~know ~~higher~~how ofmany ~~the~~stockholders ~~Market~~may ~~Value~~exercise their redemption rights, and therefore will need to structure the ~~Newly~~transaction ~~Issued Price,~~based ~~and~~on our expectations as to the ~~$18.00~~number ~~per~~of ~~share~~shares ~~redemption~~that ~~trigger~~will ~~prices~~be ~~described~~submitted ~~below~~for ~~under~~redemption. ~~“Description~~If ofour ~~Securities~~initial —business ~~Redeemable Warrants~~combination —agreement ~~Public~~requires ~~Stockholders’~~us ~~Warrants~~to —use ~~Redemption~~a portion of ~~warrants~~the ~~when~~cash in the trust account to pay the purchase price, ~~per~~or ~~share~~requires us to have a minimum amount of ~~Class~~cash Aat ~~common stock~~closing, ~~equals~~we orwill ~~exceeds~~need ~~$18.00”~~to ~~and~~reserve ~~“Redemption~~a portion of ~~warrants~~the ~~when~~cash in the ~~price~~trust ~~per~~account ~~share~~to ofmeet ~~Class~~such Arequirements, ~~common~~or ~~stock~~arrange ~~equals or~~for ~~exceeds~~third-party ~~$10~~financing.~~00”~~ ~~will~~In beaddition, ~~adjusted~~if ~~(to~~a ~~the~~larger ~~nearest~~number ~~cent)~~of shares are submitted for redemption than we initially expected, we may need to berestructure ~~equal~~the transaction to ~~180%~~reserve ofa ~~the~~greater ~~higher~~portion of the ~~Market~~cash ~~Value~~in ~~and~~ the ~~Newly~~ ~~Issued~~trust ~~Price,~~account ~~and~~or ~~the~~arrange ~~$10~~for third-party financing.00 ~~per~~Raising ~~share~~additional ~~redemption~~third-party ~~trigger~~financing ~~price~~may ~~described~~involve ~~below~~dilutive ~~under~~equity ~~“Description~~issuances or the incurrence of ~~Securities~~indebtedness ~~— Redeemable~~at ~~Warrants~~higher —than ~~Public~~desirable ~~Stockholders’~~levels. ~~Warrants~~Furthermore, —this ~~Redemption~~dilution ofwould ~~warrants~~increase ~~when~~to the ~~price~~extent ~~per~~that ~~share~~the anti-dilution provisions of the Class B common stock result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock ~~equals~~at orthe ~~exceeds~~time ~~$10~~of our business combination.~~00”~~ ~~will~~The beabove ~~adjusted~~considerations (may limit our ability to complete the ~~nearest~~most ~~cent)~~desirable tobusiness becombination ~~equal~~available to ~~the~~us ~~higher~~or optimize our capital structure. The amount of the ~~Market Value~~deferred ~~and~~underwriting commissions payable to the ~~Newly~~underwriters ~~Issued~~will ~~Price.~~not ~~This~~be ~~may~~adjusted ~~make~~for itany ~~more~~shares ~~difficult~~that ~~for~~are usredeemed toin ~~consummate~~connection with an initial business combination. ~~with~~The ~~a target~~per-share ~~business~~amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

~~We may~~The ~~redeem~~ability ~~your~~of ~~unexpired~~our ~~warrants~~public ~~prior~~stockholders to ~~their~~ exercise atredemption rights with respect to a ~~time~~large number of our shares could increase the probability that isour ~~disadvantageous~~initial tobusiness combination would be unsuccessful and that you, ~~thereby~~would ~~making~~have to wait for liquidation in order to redeem your ~~warrants worthless~~stock.

~~We have~~If ~~the~~our ~~ability~~initial tobusiness ~~redeem~~combination ~~outstanding~~agreement ~~warrants~~requires atus ~~any time after they become exercisable and prior~~ to ~~their~~use ~~expiration, at~~ a ~~price~~ portion of ~~$0.01~~the ~~per~~cash ~~warrant,~~in ~~provided that~~ the ~~last~~trust ~~reported~~account ~~sales~~to ~~price~~pay ofthe ~~our~~purchase ~~Class~~price, ~~A common stock equals~~ or ~~exceeds~~requires ~~$18.00~~us ~~per share~~to ~~(as~~have ~~adjusted~~a ~~for~~minimum ~~stock~~amount ~~splits,~~of ~~stock~~cash ~~dividends,~~at ~~reorganizations~~closing, ~~recapitalizations and~~ the ~~like~~probability ~~and~~that ~~certain~~our ~~issuances~~initial ~~of Class~~business Acombination ~~common~~would ~~stock~~be ~~and~~unsuccessful ~~equity-~~is ~~linked~~increased. ~~securities)~~If ~~for~~our ~~any~~initial 20business ~~trading~~combination ~~days~~is ~~within~~unsuccessful, ayou 30would ~~trading-day~~not ~~period~~receive ~~ending~~your onpro ~~the~~rata ~~third trading~~portion ~~day~~of ~~prior to~~ the ~~date~~trust onaccount ~~which~~until we ~~give~~liquidate ~~proper~~the ~~notice~~trust ~~of such redemption and provided certain other conditions are met~~account. If ~~and~~you ~~when the warrants become redeemable by us, we may exercise our redemption right even if we~~ are ~~unable~~in toneed ~~register or qualify the underlying securities for sale under all applicable state securities laws. Redemption~~ of ~~the~~immediate ~~outstanding~~liquidity, ~~warrants~~you could ~~force you~~attempt ~~(i)~~ to ~~exercise~~sell your ~~warrants~~stock ~~and~~in ~~pay~~ the ~~exercise~~open ~~price~~market; ~~therefor~~however, at asuch time ~~when~~our itstock may betrade ~~disadvantageous for you to do so, (ii) to sell your warrants~~ at ~~the~~a ~~then-current~~discount ~~market price when you might otherwise wish~~ to ~~hold your warrants or (iii) to accept~~ the ~~nominal~~pro ~~redemption~~rata ~~price~~amount ~~which,~~per atshare ~~the~~in ~~time~~ the ~~outstanding~~trust ~~warrants~~account. ~~are~~In ~~called~~either ~~for redemption~~situation, isyou ~~likely~~may tosuffer bea ~~substantially less~~material ~~than~~loss ~~the~~on ~~market value of~~ your ~~warrants.~~investment ~~None~~or oflose the ~~private~~benefit ~~placement warrants will be redeemable by us (except as described below under “Description~~ of ~~Securities~~funds —expected ~~Redeemable~~in ~~Warrants~~connection —with ~~Public~~our ~~Stockholders’~~redemption ~~Warrants~~until —we ~~Redemption of~~liquidate ~~warrants~~or ~~when~~you ~~the~~are ~~price~~able ~~per~~to ~~share~~sell ofyour ~~Class A common~~ stock ~~equals~~in orthe ~~exceeds~~open ~~$10~~market.~~00”) so long as they are held by our sponsor or its permitted transferees.~~

~~In addition,~~The werequirement have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that ~~the~~we ~~closing~~complete ~~price of~~ our ~~Class~~initial Abusiness ~~common~~combination ~~stock~~within ~~equals or exceeds $10.00 per share (as adjusted for adjustments to~~ the ~~number~~ ofprescribed ~~shares~~timeframe ~~issuable~~may ~~upon~~give ~~exercise~~potential ortarget ~~the~~businesses ~~exercise~~leverage ~~price~~over ofus ain ~~warrant~~negotiating asan ~~described~~initial ~~under~~business ~~the~~combination ~~heading~~and ~~“Description~~may ~~of Securities~~decrease —our ~~Redeemable~~ability ~~Warrants~~to —conduct ~~Public~~due ~~Stockholders’~~diligence ~~Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending~~ on ~~the~~potential ~~third~~business ~~trading~~combination ~~day~~targets ~~prior~~as towe ~~proper~~approach ~~notice~~our ofdissolution ~~such redemption and provided that certain other conditions are met~~deadline, ~~including~~which ~~that~~could ~~holders~~undermine ~~will~~our beability ~~able~~ to ~~exercise~~complete ~~their~~our ~~warrants~~initial ~~prior~~business ~~to redemption~~combination ~~for a number of shares of Class A common stock determined based~~ on ~~the~~terms ~~redemption~~that ~~date~~would ~~and~~produce ~~the fair market~~ value ~~of shares~~for of our ~~Class A common stock~~stockholders. Please see “Description of Securities — Redeemable Warrants — Public Stockholders’ Warrants — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.” The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares received is capped at 0.361 shares of Class A common stock per whole warrant (subject to adjustment) irrespective of the remaining life of the warrants.

~~None of~~Any ~~the~~potential ~~private~~target ~~placement~~business ~~warrants~~with which we enter into negotiations concerning an initial business combination will be ~~redeemable~~aware bythat uswe ~~(except~~must ascomplete ~~set~~our ~~forth~~initial ~~under~~business ~~“Description~~combination ofprior ~~Securities~~to ~~— Redeemable~~November 19, ~~Warrants~~2022 —or ~~Public~~seek ~~Stockholders’~~a ~~Warrants~~stockholder —approved ~~Redemption~~extension of ~~warrants~~such ~~when~~period. ~~the~~Consequently, ~~price~~such ~~per~~target ~~share~~business ofmay ~~Class A~~obtain ~~common~~leverage ~~stock~~over ~~equals~~us orin ~~exceeds~~negotiating ~~$10~~an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business.~~00”)~~ soThis ~~long~~risk will increase as ~~they~~we ~~are~~get ~~held~~closer byto the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our ~~sponsor~~initial orbusiness ~~its~~combination ~~permitted~~on ~~transferees~~terms that we would have rejected upon a more comprehensive investigation.

53 24

~~Our warrants~~Table ~~and founder shares may have an adverse effect on the market price~~ of ~~our Class A common stock and make it more difficult to effectuate our initial business combination.~~Contents

~~We issued~~Our ~~warrants~~search tofor ~~purchase~~a 7business combination,~~279,600~~ ~~shares~~and ofany ~~our~~target ~~Class~~business ~~A common stock as part of the units offered in the Initial Public Offering and, simultaneously~~ with ~~the~~which ~~closing of the Initial Public Offering,~~ we ~~issued~~ultimately inconsummate a ~~private~~business ~~placement warrants to purchase an aggregate of 4~~combination,~~245,173~~ shares of Class A common stock at $1.50 per share. Our initial stockholders, including our sponsor, currently own an aggregate of 5,459,700 founder shares. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be ~~converted~~materially ~~into~~adversely ~~warrants,~~affected atby the ~~price~~ongoing ofcoronavirus ~~$1.50~~(“COVID-19”) ~~per~~pandemic ~~warrant~~and at the ~~option~~status of ~~the~~debt ~~lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability~~ and ~~exercise~~equity ~~period~~markets.

To The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the ~~extent~~economies weand ~~issue~~financial ~~shares~~markets worldwide, and the business of ~~Class~~any Apotential ~~common~~target ~~stock~~business towith ~~effectuate~~which anwe ~~initial~~consummate a business combination may also be materially and adversely affected. Furthermore, ~~the~~we ~~potential~~may ~~for~~be ~~the~~unable ~~issuance of~~to complete a ~~substantial~~business ~~number~~combination ofif ~~additional~~concerns ~~shares~~relating ofto ~~Class~~COVID-19 Acontinue ~~common~~to ~~stock~~restrict ~~upon~~travel, ~~exercise~~limit ofthe ~~these~~ability ~~warrants~~to ~~and~~have ~~conversion~~meetings ~~rights~~with ~~could make~~potential usinvestors aor ~~less~~the ~~attractive~~target ~~business~~company’s ~~combination~~personnel, ~~vehicle~~or vendors and services providers are unavailable to negotiate and consummate a ~~target~~transaction ~~business~~in a timely manner. ~~Any~~The ~~such~~extent ~~issuance~~to which COVID-19 impacts our search for a business combination will ~~increase~~depend ~~the~~on ~~number~~future ofdevelopments, ~~issued~~ which are highly uncertain and ~~outstanding~~cannot ~~shares~~be ofpredicted, ~~our~~including ~~Class~~new Ainformation ~~common~~which ~~stock~~may ~~and~~emerge ~~reduce~~concerning the ~~value~~severity and spread of COVID-19 and the ~~shares~~actions ofto ~~Class~~contain ACOVID-19 ~~common~~or ~~stock~~treat ~~issued~~its toimpact, ~~complete~~ among others. If the ~~initial~~disruptions ~~business~~posed ~~combination.~~by ~~Therefore,~~COVID-19 ~~our~~or ~~warrants~~other ~~and~~matters ~~founder~~of ~~shares~~global ~~may~~concern ~~make~~continue itfor ~~more~~an ~~difficult~~extensive period of time, our ability to ~~effectuate~~consummate ana ~~initial~~ business combination, or ~~increase~~ the ~~cost~~operations of ~~acquiring~~a ~~the~~ target business with which we ultimately consummate a business combination, may be materially adversely affected.

~~The private~~In ~~placement warrants are identical to the warrants sold as part of the units in the Initial Public Offering except that~~addition, so ~~long as they are held by~~ our ~~sponsor~~ability orto ~~its~~consummate ~~permitted~~a ~~transferees,~~business ~~(i)~~combination ~~they~~may ~~will not~~ be ~~redeemable~~dependent byon ~~us (except as described below under “Description of Securities — Redeemable Warrants — Public Stockholders’ Warrants — Redemption of warrants when~~ the ~~price~~ability ~~per~~to ~~share~~raise ofequity ~~Class~~and Adebt ~~common stock equals or exceeds $10.00”)~~financing, ~~(ii)~~which ~~they (including the Class A common stock issuable upon exercise of these warrants)~~ may ~~not, subject to certain limited exceptions,~~ be ~~transferred,~~impacted ~~assigned or sold~~ by ~~our~~COVID-19 ~~sponsor~~and ~~until~~other 30events, ~~days~~including ~~after~~as ~~the~~a ~~completion~~result of ~~our~~increased ~~initial~~market ~~business combination~~volatility, ~~(iii)~~decreased ~~they~~market ~~may~~liquidity beand ~~exercised~~third-party ~~by the~~financing ~~holders~~being unavailable on aterms ~~cashless~~acceptable ~~basis~~to ~~and~~us ~~(iv)~~or ~~they~~at ~~are entitled to registration rights~~all.

~~Because each~~The ~~unit~~COVID-19 ~~contains~~pandemic ~~one-third~~may also have the effect of ~~one~~heightening ~~redeemable~~many ~~warrant~~of ~~and~~the ~~only~~other arisks ~~whole~~described ~~warrant~~in ~~may~~this be“Risk ~~exercised~~Factors” section, ~~the~~such ~~units~~as ~~may~~those berelated ~~worth~~to ~~less than~~the ~~units~~market offor ~~other~~our ~~blank~~securities ~~check~~and ~~companies~~any cross-border transactions.

~~Each unit~~We ~~contains~~may one-third of one redeemable warrant. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to ~~receive~~complete orour ~~trade~~initial abusiness ~~whole warrant.~~combination ~~This~~within ~~is different from other offerings similar to ours whose units include one share of common stock and one warrant to purchase one whole share. We have established~~ the ~~components~~prescribed oftimeframe, ~~the units~~ in ~~this~~which ~~way~~case inwe ~~order~~would tocease ~~reduce~~all ~~the~~operations ~~dilutive~~except ~~effect of~~for the ~~warrants~~purpose ~~upon completion~~ of anwinding ~~initial~~up ~~business~~and ~~combination~~we ~~since~~would ~~the~~redeem ~~warrants~~our ~~will~~public ~~be exercisable in the aggregate for one third of the number of~~ shares ~~compared~~and ~~to units that each contain a whole warrant to purchase one share~~liquidate, ~~thus~~in ~~making~~which ~~us,~~case ~~we believe,~~our apublic ~~more~~stockholders ~~attractive~~may ~~merger~~only ~~partner~~receive ~~for target businesses~~$10.00 ~~Nevertheless~~per share, ~~this~~or ~~unit structure may cause our units to be worth~~ less than ifsuch ~~they~~amount ~~included~~in acertain ~~warrant~~circumstances, toand ~~purchase~~our ~~one~~warrants ~~whole~~will ~~share~~expire worthless.

~~Risks Related~~Our amended and restated certificate of incorporation provides that we must complete our initial business combination within 24 months from the closing of the Initial Public Offering. We may not be able to ~~Our~~find ~~Management~~a suitable target business and complete our initial business combination within such time period. For instance, given the highly regulated nature of the defense, government service and aerospace industries, it may be more difficult to find a suitable target business and complete our initial business combination within such time period on terms and conditions that are satisfactory to us, whether as a result of the regulatory environment applicable to its business or our existing corporate structure and ownership. Further, changes in governmental policies or defense spending in the United States or other international jurisdictions may make the defense, government services and aerospace industries less attractive industries than are currently expected. If we have not completed our initial business combination within such time period or during any Extension Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

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.25

~~Our ability~~Table ~~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 employ after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post- combination business. The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post- combination business.Contents

54The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we complete an initial business combination. In addition, the value of the sponsor’s founder shares will be significantly greater than the amount our sponsor paid to purchase such shares in the event we complete an initial business combination, even if the business combination causes the trading price of our Class A common stock to materially decline.

~~We are~~Our ~~dependent~~sponsor ~~upon~~invested an aggregate of $6,392,760 in us in connection with our ~~officers~~Initial Public Offering and ~~directors~~the Private Placement, comprised of the $25,000 purchase price for the founder shares and ~~their~~the ~~departure~~$6,367,760 ~~could~~purchase ~~adversely~~price ~~affect~~for ~~our~~the ~~ability~~private placement warrants. We offered our units to ~~operate~~the public at an offering price of $10.00 per unit, and the amount in our trust account is currently approximately $10.00 per public share, implying an initial value of $10.00 per public share. However, because our sponsor contributed only a nominal amount of approximately $0.004 per share for the founder shares, the value of your public shares may be significantly diluted as a result of the automatic conversion of our sponsor’s founder shares into shares of Class A common stock upon our completion of an initial business combination.

~~Our operations~~The ~~are~~following ~~dependent~~table ~~upon~~shows athe ~~relatively~~public ~~small~~stockholders’ ~~group~~and ofour ~~individuals~~sponsor’s investment per share and, inhow ~~particular,~~these compare to the implied value of one share of Class A common stock upon the completion of our ~~officers~~initial ~~and~~business ~~directors~~combination. WeThe ~~believe~~ following table assumes that (i) our ~~success~~valuation ~~depends~~is on$218,388,000 (which is the ~~continued~~amount ~~service~~in ofthe trust account after our ~~officers~~initial ~~and~~public ~~directors~~offering), at(ii) no ~~least~~interest ~~until~~is weearned ~~have~~on ~~completed~~the funds held in the trust account, (iii) no public shares are redeemed in connection with our initial business combination. Weand do(iv) all ~~not~~founder ~~have~~shares anare ~~employment~~held ~~agreement~~by ~~with~~our initial stockholders upon completion of our initial business combination, orand ~~key-man~~does ~~insurance~~not take into account other potential impacts on our valuation at the ~~life~~time of, ~~any~~the initial business combination such as (a) the value of our ~~directors~~public ~~or officers.~~and ~~The~~private ~~unexpected~~placement ~~loss~~warrants, (b) the trading price of our Class A common stock, (c) the ~~services~~initial ofbusiness ~~one~~combination ortransaction ~~more~~costs (including payment of ~~our~~$7,643,580 of ~~directors~~deferred underwriting commissions), (d) any equity issued or ~~officers~~cash ~~could~~paid ~~have~~to athe ~~detrimental~~target’s ~~effect~~sellers, on(e) any usequity issued to other third party investors, or (f) the target’s business itself.

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

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 initial business combination. Additionally, they may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf prior to the consummation of our initial business combination, should they choose to do so. Such negotiations would take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business combination, or as reimbursement for such out-of-pocket expenses. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. In addition, pursuant to an agreement entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors.


Shares of Class A common stock held by public stockholders		21,838,800	shares
Shares of Class B common stock held by our sponsor		5,459,700	shares
Total shares of common stock		27,298,500	shares
Total funds in trust at the initial business combination	$	218,388,000
Public stockholders’ investment per share of Class A common stock⁽¹⁾	$	10.00
Our sponsor’s investment per share of Class B common stock⁽²⁾	$	0.004
Implied value per share of Class A common stock upon the initial business combination⁽³⁾	$	8.00

~~We may~~(1) ~~have~~While athe ~~limited~~public ~~ability~~stockholders’ toinvestment ~~assess~~is ~~the~~in ~~management~~both ofthe apublic ~~prospective~~shares ~~target business~~ and, asthe apublic ~~result~~warrants, ~~may~~for ~~affect~~purposes ~~our~~of ~~initial business~~this ~~combination~~table ~~with~~the afull ~~target~~investment ~~business~~amount ~~whose~~is ~~management~~ascribed ~~may~~to ~~not have~~ the ~~skills, qualifications or abilities to manage a~~ public ~~company,~~shares ~~which could, in turn, negatively impact the value of our stockholders’ investment in us~~only.

~~When evaluating~~(2) ~~the~~The ~~desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business~~sponsor’s ~~management~~total ~~may~~investment bein ~~limited~~the ~~due~~equity ~~to a lack~~ of ~~time~~the company, ~~resources~~inclusive orof ~~information.~~the ~~Our~~founder ~~assessment~~shares ofand the ~~capabilities of the target~~sponsor’s ~~management~~$6, ~~therefore~~367,760 ~~may~~investment ~~prove~~in ~~to be incorrect and such management may lack~~ the ~~skills,~~private ~~qualifications or~~placement ~~abilities we suspected. Should the target’s management not possess the skills~~warrants, ~~qualifications~~is ~~or abilities necessary to manage a public company~~$6,392,760. ~~the~~For ~~operations~~purposes ~~and profitability~~ of ~~the~~this ~~post-combination business may be negatively impacted. Accordingly~~table, ~~any~~ ~~stockholders who choose to remain stockholders following~~ the ~~initial~~full ~~business~~investment ~~combination~~amount ~~could~~is ~~suffer~~ascribed ato ~~reduction in~~ the ~~value~~ offounder ~~their~~ shares. ~~Such stockholders are unlikely to have a remedy for such reduction in value~~only.

55 (3) All founder shares held by our sponsor would automatically convert into shares of Class A common stock upon completion of our initial business combination.

~~Any stockholders~~Based ~~who~~on ~~choose~~these assumptions, each share of Class A common stock would have an implied value of $8.00 per share upon completion of our initial business combination, representing a 20% decrease from the initial implied value of $10.00 per public share. While the implied value of $8.00 per share of Class A common stock upon completion of our initial business combination would represent a dilution to ~~remain~~our public stockholders, ~~following~~this would represent a significant increase in value for our sponsor relative to the price it paid for each founder share. At $8.00 per share, the 5,459,700 shares of Class A common stock that the sponsor would own upon completion of our initial business combination (after automatic conversion of the sponsor’s founder shares) would have an aggregate implied value of $43,677,600. As a result, even if the trading price of our shares of Class A common stock significantly declines, the value of the founder shares held by our sponsor will be significantly greater than the amount our sponsor paid to purchase such shares. In addition, our sponsor could ~~suffer~~potentially recoup its entire investment in our company even if the trading price of our shares of Class A common stock after the initial business combination is as low as $1.00 per share. As a ~~reduction~~result, our sponsor is likely to earn a substantial profit on its investment in us upon disposition of its shares of Class A common stock even if the ~~value~~ trading price of our shares of Class A common stock declines after we complete our initial business combination. Our sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing 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 ~~securities~~public shares.

We will seek to complete an initial business combination with companies in the defense, government service and aerospace industries, but may also pursue other business combination opportunities, except that we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet selected 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’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. For instance, changes in governmental policies in the United States or other jurisdictions in which any specific target business operates may change following our initial business combination, which could result in increased regulations, reduced demand for government spending, including defense spending, or other factors inherent in the industry in which the target business operates. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.26

~~Our officers~~Table ~~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.~~Contents

~~Our officers~~This ~~and~~dilution ~~directors~~would ~~are~~increase ~~not~~to ~~required~~the ~~to,~~extent ~~and~~that ~~will~~the ~~not,~~anti-dilution ~~commit~~provisions ~~their~~of ~~full~~the ~~time~~founder toshares ~~our~~result ~~affairs,~~in ~~which~~the ~~may~~issuance ~~result~~of inshares of Class A common stock on a ~~conflict~~ greater than one-to-one basis upon conversion of ~~interest~~the infounder ~~allocating~~shares ~~their~~at the time ~~between~~of our ~~operations~~initial business combination and ~~our~~would ~~search~~become exacerbated to the extent that public stockholders seek redemptions from the trust for antheir 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 ~~and~~would ~~their~~be ~~other businesses~~disproportionately dilutive to our shares of Class A common stock.

~~We do~~If ~~not~~we ~~intend~~seek tostockholder ~~have~~approval ~~any full-time employees prior to the completion~~ of our initial business combination., ~~Each of~~ our ~~officers and~~sponsor, directors, isofficers, ~~engaged~~advisors inand ~~other~~their ~~business~~affiliates ~~endeavors for which he~~ may beelect ~~entitled~~ to ~~substantial~~purchase ~~compensation~~public ~~and~~shares ~~our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers~~ or ~~board~~public ~~members~~warrants ~~for~~from ~~other~~public ~~entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels~~stockholders, ~~it could limit their ability to devote time to our affairs~~ which may ~~have~~influence a ~~negative~~vote ~~impact~~ on ~~our~~a ~~ability~~proposed ~~to complete our~~ initial business combination~~. For~~ ~~a complete discussion of our officers’~~ and ~~directors’~~reduce ~~other business affairs, please see~~ the ~~section~~public “float” of ~~this~~our ~~prospectus entitled~~Class ~~“Management~~A —common ~~Officers and Directors~~stock.”

~~Certain~~ If we seek stockholder approval of our ~~officers~~initial business combination and ~~directors~~we ~~are~~do ~~now~~not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, ~~and~~our ~~all~~sponsor, ofdirectors, ~~them~~officers, advisors or their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the ~~future~~open ~~become,~~market ~~affiliated~~either ~~with~~prior ~~entities~~to ~~engaged~~or infollowing the completion of our initial business ~~activities~~ ~~similar~~combination, toalthough ~~those~~they ~~intended~~are tounder beno ~~conducted~~obligation byto usdo ~~and~~so. However, ~~accordingly~~they have no current commitments, ~~may~~plans or intentions to engage in such transactions and have ~~conflicts~~not formulated any terms or conditions for any such transactions. None of ~~interest~~the funds in ~~allocating~~the ~~their time~~trust ~~and~~account ~~determining~~will be used to ~~which~~purchase ~~entity~~public ashares ~~particular~~or ~~business~~public ~~opportunity~~warrants ~~should~~in besuch ~~presented~~transactions.

~~We are~~Such ~~engaged~~a inpurchase may include a contractual acknowledgement that such stockholder, although still the ~~business~~record holder of ~~identifying~~our shares is no longer the beneficial owner thereof and ~~combining~~therefore ~~with~~agrees ~~one~~not orto ~~more~~exercise ~~businesses~~its redemption rights. ~~Our~~In ~~officers~~the ~~and~~event that our sponsor, directors, ~~are~~officers, ~~and~~advisors ~~may~~ or their affiliates purchase public shares in ~~the~~privately ~~future~~negotiated ~~become,~~transactions ~~affiliated~~from ~~with~~public ~~entities~~stockholders (who have already elected to exercise their redemption rights, such asselling ~~operating~~stockholders ~~companies~~would orbe ~~investment~~required ~~vehicles)~~to ~~that~~revoke ~~are~~their ~~engaged~~prior inelections ato ~~similar business,~~redeem ~~although~~their ~~our~~shares. ~~officers~~The ~~may~~purpose ~~not~~of ~~participate~~such purchases could be to vote such shares in favor of the ~~formation~~initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or ~~become~~to satisfy a closing condition in an ~~officer~~agreement with a target that requires us to have a minimum net worth or ~~director~~a certain amount of cash at the closing of our initial business combination, ~~any~~where ~~other~~it ~~special purpose~~appears ~~acquisition~~that ~~companies~~such ~~with~~requirement awould ~~class~~otherwise not be met. The purpose of ~~securities~~any ~~registered~~such ~~under~~purchases of public warrants could be to reduce the ~~Exchange~~number ~~Act,~~of ~~until~~public wewarrants ~~have~~outstanding ~~entered~~or ~~into~~to avote ~~definitive agreement~~such ~~regarding~~warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. orAny wesuch ~~have~~purchases ~~failed~~of toour ~~complete~~securities may result in the completion of our initial business combination ~~prior~~that may not otherwise have been possible. Any such purchases will be reported pursuant to ~~November 19,~~Section ~~2022~~13 orand ~~during~~Section ~~any~~16 ~~Extension~~of ~~Period~~the Exchange Act to the extent such purchasers are subject to such reporting requirements.

56 In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

~~Pine Island~~If ~~Capital~~a ~~Partners~~stockholder ~~and~~fails ~~its~~to ~~respective~~receive ~~affiliates~~notice ~~have~~of ~~invested~~our inoffer ~~diverse~~to ~~industries,~~redeem ~~including~~our inpublic ~~the~~shares ~~defense,~~in ~~government service~~connection ~~and~~with ~~aerospace~~our ~~industries.~~initial Asbusiness ~~a result~~combination, ~~there~~or ~~could~~fails beto ~~overlap~~comply ~~between companies that would be suitable for a business combination~~ with usthe ~~and~~procedures ~~companies that present and attractive investment opportunity~~ for ~~our~~tendering ~~sponsor~~its shares, ~~our~~such ~~directors~~shares ormay ~~officers and/or~~not ~~certain~~be ~~of Pine Island Capital Partners’ funds and/or other investment vehicles~~redeemed.

~~Our officers~~We ~~and~~will ~~directors~~comply ~~also~~with ~~may~~the ~~become~~tender ~~aware~~offer ofrules or proxy rules, as applicable, when conducting redemptions in connection with our initial business ~~opportunities~~combination. ~~which~~Despite ~~may~~our becompliance ~~appropriate~~with ~~for~~these ~~presentation~~rules, toif usa ~~and~~stockholder ~~other entities~~fails to ~~which~~receive ~~they~~our ~~owe~~tender ~~certain~~offer ~~fiduciary~~ or ~~contractual~~proxy ~~duties.~~materials, ~~Any~~as applicable, such ~~opportunities~~stockholder may ~~present~~not ~~additional~~become ~~conflicts~~aware of ~~interest~~ inthe ~~pursuing~~opportunity anto ~~acquisition~~redeem ~~target~~its shares. In addition, ~~and~~proxy ~~our~~materials ~~directors~~or ~~and~~tender ~~officers~~offer ~~may~~documents, ~~have~~as ~~conflicts~~applicable, ofthat ~~interest~~we inwill ~~determining~~furnish to ~~which entity~~holders aof ~~particular~~our public shares in connection with our initial business ~~opportunity~~combination ~~should~~will bedescribe ~~presented.~~the ~~These~~various ~~conflicts~~procedures ~~may~~that ~~not~~must be ~~resolved~~complied with in ~~our~~order ~~favor~~to ~~and~~validly tender or redeem public shares, which may include the requirement that a ~~potential target~~beneficial ~~business~~holder must identify itself. For example, we may berequire ~~presented~~our public stockholders seeking to ~~another~~exercise ~~entity~~their ~~prior~~redemption torights, ~~its~~whether ~~presentation~~they toare ~~us.~~record ~~Our~~holders ~~amended~~or ~~and~~hold ~~restated~~their ~~certificate~~shares ofin ~~incorporation will~~“street ~~provide~~name,” ~~that~~to weeither ~~renounce~~tender their certificates to our ~~interest~~transfer agent prior to the date set forth in ~~any~~the ~~corporate~~tender ~~opportunity~~offer ~~offered~~documents mailed to ~~any~~such ~~director~~holders, or ~~officer~~up ~~unless~~to ~~such~~two ~~opportunity is~~business ~~expressly~~days ~~offered~~prior to ~~such~~the ~~person~~initial ~~solely~~vote inon ~~his~~the orproposal ~~her~~to ~~capacity~~approve asthe ainitial ~~director~~business combination in the event we distribute proxy materials, or ~~officer~~to ofdeliver ~~our~~their ~~company~~shares ~~and~~to ~~such~~the ~~opportunity is~~transfer ~~one~~agent weelectronically. ~~are~~In ~~legally~~the ~~and~~event ~~contractually~~that ~~permitted~~a stockholder fails to ~~undertake~~comply ~~and~~with ~~would~~these ~~otherwise~~or any other procedures, its shares may not be ~~reasonable~~redeemed. See the section of this report entitled “Business — Redemption Rights for usPublic toStockholders ~~pursue,~~upon ~~and~~Completion toof ~~the extent~~our ~~the~~Initial ~~director~~Business Combination or ~~officer~~Certain isStockholder ~~permitted~~Votes to ~~refer~~Amend ~~that~~our ~~opportunity~~Amended toand usRestated ~~without~~Certificate ~~violating~~of ~~another~~Incorporation ~~legal~~— ~~obligation~~Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights.”

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this prospectus entitled “Management — Officers and Directors,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”27

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

~~We have~~You will not ~~adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to~~ be ~~acquired~~entitled ~~or disposed of by us or in any transaction~~ to ~~which we~~protections ~~are~~normally aafforded ~~party or have an interest. In fact, we may enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend~~ to doinvestors ~~so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities~~ of ~~the~~many ~~types~~other ~~conducted~~blank bycheck uscompanies. ~~Accordingly, such persons or entities may have a conflict between their interests and ours.~~

~~We may~~Since ~~engage~~the innet proceeds of the Initial Public Offering and the Private Placement are intended to be used to complete an initial business combination with ~~one~~a ~~or more~~ target ~~businesses~~business that ~~have~~has ~~relationships~~not ~~with~~been ~~entities~~identified, ~~that~~we may be ~~affiliated~~deemed ~~with~~to ~~our~~be ~~sponsor~~a “blank check” company under the U.S. securities laws. However, ~~officers~~because we had net tangible assets in excess of $5,000,000 ~~directors~~upon the completion of the Initial Public Offering and the Private Placement and filed 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 ~~existing~~protections ~~holders~~of ~~which~~those ~~may~~rules. ~~raise~~Among ~~potential~~other ~~conflicts~~things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if we were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

~~In light~~If ~~of the involvement of our sponsor, officers and directors with other entities,~~ we ~~may~~seek ~~decide~~stockholder toapproval ~~acquire one or more businesses with which our sponsor or one or more~~ of our ~~officers~~initial ~~or directors is affiliated, including~~ business affiliated with Pine Island Capital Partners. Our officers and directors also serve as officers and board members for other entities, including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Such entities may compete with us for business combination ~~opportunities. Our sponsor, officers~~ and ~~directors~~we ~~are~~do not ~~currently~~conduct ~~aware~~redemptions ofpursuant ~~any specific opportunities for us~~ to ~~complete~~the ~~our~~tender ~~initial~~offer ~~business combination with any entities with which they are affiliated~~rules, and ~~there~~ ~~have~~if ~~been~~you ~~no preliminary discussions concerning an initial business combination with any such entity~~ or ~~entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such~~ a ~~transaction if~~“group” weof ~~determined~~stockholders ~~that~~are ~~such~~deemed ~~affiliated~~to ~~entity~~hold ~~met our criteria for an initial business combination as set forth~~ in ~~the~~excess ~~section~~ of ~~this~~15% ~~prospectus entitled “Proposed Business — Selection~~ of ~~a Target Business and Structuring of~~ our ~~Initial~~Class ~~Business Combination”~~A ~~and~~common ~~such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion~~stock, ~~from~~you anwill ~~independent~~lose ~~investment banking firm or an independent accounting firm regarding~~ the ~~fairness~~ability to ~~our~~redeem ~~company from~~all asuch ~~financial~~shares ~~point~~in ofexcess ~~view~~ of an15% ~~initial business combination with one or more domestic or international businesses affiliated with our officers, directors or existing holders, potential conflicts~~ of ~~interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to~~ our ~~public~~Class ~~stockholders~~A ascommon ~~they would be absent any conflicts of interest~~stock.

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

~~Moreover, we~~Because ~~may,~~of at our ~~option,~~special ~~pursue~~purpose ~~an affiliated joint~~ acquisition ~~opportunity~~company ~~with~~structure ~~one~~and orlimited ~~more~~resources ~~affiliates~~and ofthe ~~Pine~~significant ~~Island~~competition ~~Capital~~for ~~Partners or~~business ~~with~~combination ~~other~~opportunities, ~~entities~~it tomay ~~which~~be anmore ~~officer~~difficult orfor ~~director~~us ~~has~~to acomplete ~~fiduciary,~~our ~~contractual~~initial orbusiness ~~other obligation or duty~~combination. ~~Any~~If ~~such~~we ~~parties may~~do ~~co-invest~~not ~~with~~complete usour ininitial ~~the target~~ business atcombination, ~~the~~our ~~time~~public ofstockholders ~~our~~may ~~initial~~receive ~~business~~only ~~combination,~~approximately or$10.00 weper ~~could~~share ~~raise~~on ~~additional~~our ~~proceeds to~~redemption ~~complete~~of ~~the~~our ~~acquisition~~public byshares, ~~issuing~~or ~~equity~~less tothan ~~any~~ such ~~parties,~~amount ~~which~~in ~~may~~certain ~~give~~circumstances, ~~rise~~and toour ~~certain~~warrants ~~conflicts~~will ofexpire ~~interest~~worthless.

~~Since our~~We ~~sponsor~~expect ~~and~~to ~~its~~encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and ~~our~~other ~~directors~~entities ~~will~~competing ~~lose~~for ~~their~~the ~~entire~~types atof businesses we intend to acquire. Many of these individuals and entities are well-~~risk~~established ~~investment~~and have extensive experience in usidentifying ifand effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar technical, human and other resources to ours, and our ~~initial~~financial ~~business~~resources ~~combination is~~will ~~not~~be ~~completed~~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 the Initial Public Offering and the Private Placement, aour ~~conflict~~ability to compete with respect to the acquisition of ~~interest~~certain ~~may~~target ~~arise~~businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in ~~determining~~pursuing ~~whether~~the aacquisition ~~particular~~of certain target businesses. Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target iscompanies ~~appropriate~~ will be aware that this may present closing risk by reducing the resources available to us for our initial business combination.

~~Our initial~~Additionally, ~~stockholders~~potential ~~hold~~target ancompanies ~~aggregate~~may ofbe ~~5,459,700~~less ~~founder~~inclined ~~shares.~~to ~~All~~consummate ofa ~~the~~transaction ~~founder~~with ~~shares~~us ~~will~~because bedefinitive ~~worthless~~documentation iffor wesuch doa ~~not~~transaction ~~complete an~~will ~~initial~~preclude ~~business~~any ~~combination.~~recourse Inagainst ~~addition,~~ our ~~sponsor~~trust ~~has purchased an aggregate of 4~~account,~~245,173~~ ~~warrants~~meaning atthat apotential ~~price~~counterparties ofmay ~~$1.50 per~~determine ~~warrant,~~that ~~which~~they ~~will~~do ~~also~~not behave ~~worthless~~adequate ifcontractual weremedies doin ~~not~~the ~~complete~~event ana ~~initial~~transaction ~~business~~fails ~~combination~~to close. ~~Our~~These ~~initial~~factors ~~stockholders,~~may ~~officers and~~place ~~directors~~us ~~have~~at ~~entered into~~ a ~~letter~~competitive ~~agreement~~disadvantage ~~with~~in ussuccessfully ~~pursuant~~negotiating toan ~~which~~initial ~~they~~business ~~have~~combination. ~~agreed~~If towe ~~vote~~do ~~any~~not ~~shares~~complete ~~owned~~our byinitial ~~them in~~business ~~favor~~combination, ofour ~~any~~public ~~proposed~~stockholders ~~initial~~may ~~business~~receive ~~combination~~only ~~and~~approximately to$10.00 ~~waive~~per ~~their~~share ~~redemption~~on ~~rights~~the ~~with~~liquidation ~~respect~~of toour ~~their~~trust ~~founder~~account ~~shares~~ and ~~public~~our ~~shares~~warrants inwill ~~connection~~expire ~~with~~worthless. ~~(i) the~~In ~~completion~~certain ofcircumstances, our ~~initial~~public ~~business~~stockholders ~~combination~~may ~~and~~receive ~~(ii) any~~less ~~stockholder vote~~than to$10.00 ~~approve~~per anshare ~~amendment~~upon to our ~~amended~~liquidation. ~~and~~See ~~restated~~“— ~~certificate~~If ofthird ~~incorporation~~parties ~~(A) to~~bring ~~modify~~claims against us, the ~~substance~~proceeds orheld ~~timing of~~in ~~our~~the ~~obligation~~trust toaccount ~~allow~~could ~~redemption~~be inreduced ~~connection~~and ~~with~~the ~~our~~per-share ~~initial~~redemption ~~business~~amount ~~combination~~received orby tostockholders ~~redeem~~may ~~100%~~be ofless ~~our~~than ~~public~~$10.00 ~~shares if~~per weshare” doand ~~not~~other ~~complete~~risk ~~our~~factors ~~initial~~below.

Unlike many other similarly structured blank check companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination.28

~~The founder~~Table ~~shares will automatically convert into Class A common stock at the time~~ of our initial business combination, or earlier at the option of the holders, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities convertible into or exercisable or exchangeable for Class A common stock, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which founder shares shall convert into Class A common stock will be adjusted so that the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all outstanding shares of common stock upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued, or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination, and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us). This is different from most other similarly structured blank check companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.Contents

~~Changes in~~If the ~~market~~net ~~for~~proceeds ~~directors~~of the Initial Public Offering and ~~officers~~the ~~liability~~Private ~~insurance~~Placement ~~could~~not ~~make~~being itheld ~~more~~in ~~difficult~~the ~~and~~trust ~~more~~account ~~expensive~~are ~~for~~insufficient to allow us to ~~negotiate and~~operate until November 19, 2022, we may be unable to complete anour initial business combination, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

~~In recent~~The ~~months,~~funds available to us outside of the ~~market~~trust ~~for~~account ~~directors~~may ~~and~~not ~~officers~~be ~~liability~~sufficient ~~insurance~~to ~~for~~allow ~~special~~us ~~purpose~~to ~~acquisition~~operate ~~companies~~until ~~has~~November ~~changed in~~19, ~~ways~~2022, ~~adverse~~assuming that our initial business combination is not completed during that time. We believe that the funds available to us ~~and~~outside of the trust account will be sufficient to allow us to operate until November 19, 2022; however, we cannot assure you that our ~~management~~estimate ~~team~~is accurate. ~~Fewer~~Of ~~insurance~~the ~~companies~~funds ~~are~~available ~~offering~~to ~~quotes~~us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for ~~directors~~a ~~and~~target ~~officers~~business. ~~liability coverage,~~We could also use a portion of the ~~premiums~~funds ~~charged~~as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such ~~policies~~target businesses) with respect to a particular proposed initial business combination, although we do not have ~~generally~~any ~~increased~~current ~~and~~intention ~~the~~to ~~terms~~do so. If we entered into a letter of intent or other agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such ~~policies~~funds (whether as a result of our breach or otherwise), we might not have ~~generally~~sufficient ~~become less~~funds ~~favorable~~to continue searching for, or conduct due diligence with respect to, a target business. ~~These~~If ~~trends~~we do not complete our initial business combination, our public stockholders may ~~continue~~receive ~~into~~only approximately $10.00 per share on the ~~future~~liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

~~The increased~~If ~~cost~~the ~~and~~net ~~decreased~~proceeds ~~availability~~ of ~~directors~~the Initial Public Offering and ~~officers~~the ~~liability~~sale ~~insurance~~of ~~could~~the ~~make~~private itplacement ~~more~~warrants ~~difficult~~not ~~and~~being ~~more expensive~~held ~~for~~in usthe totrust ~~negotiate~~account anare ~~initial~~insufficient, ~~business~~it ~~combination.~~could Inlimit ~~order~~the amount available to ~~obtain~~fund ~~directors~~our ~~and~~search ~~officers~~for ~~liability~~a ~~insurance~~target business or ~~modify~~ ~~its~~businesses ~~coverage~~and ascomplete aour ~~result~~initial ofbusiness ~~becoming~~combination aand ~~public~~we ~~company,~~will ~~the~~depend ~~post-business combination~~on ~~entity~~loans ~~might~~from ~~need~~our tosponsor ~~incur~~or ~~greater expense,~~management ~~accept~~team ~~less~~to ~~favorable~~fund ~~terms~~our orsearch ~~both.~~for ~~However,~~an ~~any~~initial ~~failure~~business combination, to ~~obtain~~pay ~~adequate~~our ~~directors~~franchise and ~~officers~~income ~~liability~~taxes ~~insurance could~~and ~~have~~to ancomplete ~~adverse~~our ~~impact~~initial ~~on the post-~~business combination’s. ~~ability~~If we are unable to ~~attract~~obtain ~~and~~these ~~retain~~loans, ~~qualified~~we ~~officers~~may ~~and directors~~be unable to complete our initial business combination.

58 Of the net proceeds of the Initial Public Offering and the sale of the private placement warrants, approximately $1,000,000 are available to us outside the trust account to fund our working capital requirements as of the date of this report. In the event that our offering expenses exceed our estimate of $1,000,000, 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. The amount held in the trust account will not be impacted as a result of such increase or decrease. Conversely, in the event that the Initial Public Offering expenses are less than our estimate of $1,000,000, 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 sponsor, management team or other third parties to operate or may be forced to liquidate. None of our sponsor, members of our management team nor any of their affiliates 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. Up to $1,500,000 of such loans may be converted into private placement-equivalent warrants at a price of $1.50 per warrant at the option of the lender. Prior to the completion of our initial business combination, 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 are unable to obtain these loans, we may be unable to complete our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

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 investors.29

~~General Risk~~Table ~~Factors~~of Contents

~~We are~~Subsequent ato ~~newly~~the ~~formed~~completion ~~company~~of ~~with~~our noinitial ~~operating~~business ~~history~~combination, ~~and~~we nomay ~~revenues~~be required to take write-downs or write-offs, restructuring and ~~you~~impairment or other charges that could have noa ~~basis~~significant negative effect on ~~which~~our tofinancial ~~evaluate~~condition, results of operations and our ~~ability~~stock price, which could cause you to ~~achieve~~ ~~our~~lose ~~business~~some ~~objective~~or all of your investment.

~~We are~~Even aif ~~newly~~we ~~formed~~conduct ~~company~~extensive ~~with~~due nodiligence ~~operating~~on ~~results.~~a ~~Because~~target webusiness ~~lack~~with anwhich ~~operating~~we ~~history~~combine, we cannot assure you ~~have~~that nothis ~~basis~~diligence ~~upon~~will ~~which~~surface all material issues that may be present inside a particular target business, that it would be possible to ~~evaluate~~ uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our ~~ability~~control will not later arise. As a result of these factors, we may be forced to ~~achieve~~later write-down or write-off assets, restructure our ~~business~~operations, ~~objective~~or ofincur ~~completing~~impairment or other charges that could result in our ~~initial~~reporting ~~business~~losses. ~~combination~~Even ~~with~~if ~~one~~our ordue ~~more~~diligence ~~target~~successfully ~~businesses~~identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. We Even though these charges may be non-cash items and not have noan ~~plans~~immediate impact on our liquidity, ~~arrangements~~the fact that we report charges of this nature could contribute to negative market perceptions about us or ~~understandings~~our ~~with~~securities. ~~any~~In ~~prospective~~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 ~~concerning~~or anby virtue of our obtaining debt financing to partially finance the initial business combination ~~and~~. ~~may~~Accordingly, beany ~~unable~~stockholders who choose to ~~complete~~remain ~~our~~stockholders following the initial business combination could suffer a reduction in the value of their shares. IfSuch westockholders ~~fail~~are unlikely to ~~complete~~have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination, weconstituted ~~will never~~an ~~generate~~actionable ~~any~~material ~~operating~~misstatement ~~revenues~~or omission.

~~Past performance~~If bythird ~~our~~parties ~~management~~bring ~~team,~~claims ~~directors,~~against ~~advisors~~us, ~~Pine~~the ~~Island~~proceeds ~~Capital~~held ~~Partners~~in ~~and~~the ~~their~~trust ~~respective~~account ~~affiliates~~could ~~may not~~ be ~~indicative~~reduced ofand ~~future~~the ~~performance~~per- ofshare anredemption ~~investment~~amount inreceived ~~the~~by ~~company~~stockholders ormay inbe ~~the~~less ~~future~~than ~~performance~~$10.00 ofper ~~any business we may acquire~~share.

~~Information regarding~~Our ~~performance~~placing byof funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, orservice providers, prospective target businesses ~~associated~~and other entities with, ~~our~~which ~~management~~we ~~team,~~do ~~directors~~business ~~and~~execute ~~advisors~~agreements ~~and~~with ~~their~~us ~~respective~~waiving ~~affiliates~~any right, ~~including~~ ~~Pine~~title, ~~Island~~interest ~~Capital~~or ~~Partners,~~claim isof ~~presented~~any ~~for~~kind ~~informational~~in ~~purposes~~or ~~only.~~to ~~Past~~any ~~performance~~monies byheld in the trust account for the benefit of our ~~management~~public ~~team~~stockholders, ~~directors~~ ~~and~~such ~~advisors~~parties may not execute such agreements, ~~Pine~~or ~~Island~~even ~~Capital~~if ~~Partners~~they ~~and~~execute such ~~affiliates~~agreements isthey may not abe ~~guarantee~~prevented ~~(i)~~from ~~either~~bringing ofclaims ~~success~~against ~~with~~the ~~respect~~ trust account, including, but not limited to, ~~any~~fraudulent ~~business~~inducement, ~~combination~~breach weof ~~may~~fiduciary ~~consummate~~responsibility or ~~(ii)~~other ~~that~~similar weclaims, ~~will~~as bewell ~~able~~as claims challenging the enforceability of the waiver, in each case in order to ~~locate~~gain aadvantage ~~suitable~~with ~~candidate~~respect ~~for~~to a claim against our ~~initial~~assets, ~~business combination~~including the funds held in the trust account. ~~You~~If ~~should~~any ~~not~~third ~~rely~~party onrefuses to execute an agreement waiving such claims to the ~~historical~~monies ~~performance~~held ofin the trust account, our management ~~team,~~will ~~directors~~perform an analysis of the alternatives available to it and ~~advisors,~~will ~~Pine~~only ~~Island~~enter ~~Capital Partners~~into oran agreement with a third party that ofhas ~~their~~not ~~respective~~executed ~~affiliates~~a aswaiver ~~indicative~~if ofmanagement ~~the~~believes ~~future~~that ~~performance~~such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of anpotential ~~investment~~target inbusinesses ~~the~~may ~~company~~make orour ~~the returns~~acquisition ~~the~~proposal ~~company~~less ~~will~~attractive to them and, orto isthe ~~likely~~extent prospective target businesses refuse to execute such a waiver, ~~generate~~it ~~going~~may ~~forward.~~limit ~~Our~~the ~~management~~field ~~team,~~of ~~directors~~potential ~~and~~target ~~advisors~~businesses that we might pursue. Marcum LLP, ~~Pine~~our ~~Island~~independent ~~Capital Partners~~registered public accounting firm, and ~~their~~the ~~respective~~underwriters ~~affiliates~~of ~~have~~the ~~had~~Initial ~~limited~~Public ~~past~~Offering, ~~experience~~will not execute agreements with ~~blank~~us ~~check~~waiving ~~and~~such ~~special~~claims ~~purpose~~to ~~acquisition~~the ~~companies~~monies held in the trust account.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.30

~~We are~~Table ~~an “emerging growth company” within the meaning~~ of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 aggregate worldwide market value of our Class A common stock held by non-affiliates equals or exceeds $700.0 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.Contents

59Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers, directors or members of our sponsor will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Further, Section~~Our ~~102(b)(1)~~directors ofmay ~~the~~decide ~~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~~enforce ~~with~~ the ~~new~~indemnification orobligations ~~revised financial accounting standards. The JOBS Act provides that a company can elect to opt out~~ of ~~the~~our 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 periodsponsor, ~~which~~resulting ~~means~~in ~~that when~~ a ~~standard~~reduction isin ~~issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt~~ the ~~new~~amount orof ~~revised~~funds ~~standard at~~in the ~~time~~trust ~~private~~account ~~companies~~available ~~adopt~~for ~~the~~distribution ~~new~~to ~~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 usedstockholders.

~~Additionally, we~~In ~~are~~the aevent ~~“smaller~~that ~~reporting~~the ~~company”~~proceeds ~~as defined~~ in ~~Item~~the ~~10(f)(1)~~trust ofaccount ~~Regulation~~are ~~S-K.~~reduced ~~Smaller~~below ~~reporting~~the ~~companies~~lesser ~~may take advantage~~ of ~~certain~~(i) $10.00 ~~reduced~~per ~~disclosure~~share ~~obligations,~~and ~~including,~~(ii) the ~~among~~actual ~~other~~amount ~~things,~~per ~~providing~~share ~~only~~held ~~two~~in ~~years~~the oftrust ~~audited~~account ~~financial statements.~~as Weof ~~will remain a smaller reporting company until~~ the ~~last~~date ~~day~~ of the ~~fiscal~~liquidation ~~year~~of ~~in which (1)~~ the ~~aggregate~~trust ~~worldwide market~~account ~~value~~if ofless ~~our~~than ~~Class~~$10.00 Aper ~~common~~share ~~stock~~due ~~held~~to byreductions ~~non-affiliates~~in ~~equaled~~the orvalue ~~exceeded $250 million as~~ of the ~~prior~~trust ~~June 30th~~assets, ~~and (2)~~in ~~our~~each ~~annual~~case ~~revenues~~net ~~equaled~~of orthe ~~exceeded~~interest ~~$100~~which ~~million~~may ~~during~~be ~~such~~withdrawn ~~completed~~to ~~fiscal~~pay ~~year~~taxes, orand ~~the~~our ~~aggregate~~sponsor ~~worldwide~~asserts ~~market~~that ~~value of~~it ~~our~~is ~~Class~~unable Ato ~~common~~satisfy ~~stock~~its ~~held~~obligations ~~by non-affiliates equaled~~ or ~~exceeded~~that ~~$700~~it ~~million~~has asno ofindemnification ~~the~~obligations ~~prior~~related ~~June~~to ~~30th.~~a Toparticular ~~the~~claim, ~~extent~~our ~~we take~~independent ~~advantage~~directors ofwould ~~such~~determine ~~reduced~~whether ~~disclosure~~to ~~obligations,~~take itlegal ~~may~~action ~~also~~against ~~make comparison of~~ our ~~financial~~sponsor ~~statements~~to ~~and~~enforce ~~other~~its ~~disclosures with~~indemnification ~~other public companies difficult or impossible~~obligations.

~~As the~~While ~~number~~we ofcurrently ~~special~~expect ~~purpose~~that ~~acquisition~~our ~~companies~~independent ~~evaluating~~directors ~~targets~~would ~~increases~~take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, ~~attractive~~it ~~targets~~is ~~may~~possible ~~become~~that ~~scarcer~~our independent directors in exercising their business judgment and ~~there~~ subject to their fiduciary duties may bechoose ~~more~~not ~~competition~~to ~~for~~do ~~attractive~~so ~~targets.~~in ~~This~~any ~~could~~particular ~~increase~~instance if, for example, the ~~valuations~~cost of ~~business~~such ~~combination~~legal ~~targets~~action ~~and~~is deemed by the ~~cost of~~independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our ~~initial~~independent ~~business~~directors ~~combination~~choose not to enforce these indemnification obligations, ~~and~~the ~~could~~amount ~~even~~of ~~result~~funds in ~~our~~the ~~inability~~trust account available for distribution to ~~find~~our apublic ~~target~~stockholders ormay tobe ~~consummate~~reduced anbelow ~~initial~~$10.00 ~~business combination~~per share.

~~In recent~~We ~~years,~~may ~~the~~not ~~number of special purpose acquisition companies that~~ have ~~been~~sufficient ~~formed~~funds has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to ~~identify~~satisfy aindemnification ~~suitable~~claims target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies 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~~ todirectors ~~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~~officers.

~~Cyber incidents~~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 (and any other persons who may become an officer or ~~attacks~~director ~~directed~~prior atto usthe ~~could~~initial ~~result~~business incombination ~~information~~will ~~theft~~also be required to waive) any right, ~~data~~title, ~~corruption~~interest or claim of any kind in or to any monies in the trust account and not to seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, ~~operational~~any ~~disruption~~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 ~~financial loss~~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.

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.31

60 Table of Contents

~~In order~~If, toafter ~~effectuate~~we andistribute ~~initial~~the ~~business~~proceeds ~~combination,~~in ~~blank~~the ~~check~~trust ~~companies~~account ~~have,~~to inour ~~the~~public ~~recent past~~stockholders, ~~amended~~we ~~various~~file ~~provisions of~~a ~~their~~bankruptcy ~~charters~~petition ~~and~~or ~~other~~an ~~governing~~involuntary ~~instruments.~~bankruptcy Wepetition ~~cannot~~is ~~assure~~filed ~~you~~against us that weis ~~will~~ not ~~seek~~dismissed, toa ~~amend~~bankruptcy ~~our~~court ~~amended~~may ~~and~~seek ~~restated certificate~~to ofrecover ~~incorporation~~such orproceeds, ~~governing~~and ~~instrument~~we inand aour ~~manner~~board ~~that~~may ~~will~~be ~~make~~exposed ~~it easier for us~~ to ~~complete~~claims ~~our initial business combination that some~~ of ~~our~~punitive ~~stockholders or warrant holders may not support~~damages.

~~In order~~If, after we distribute the proceeds in the trust account to ~~effectuate~~our public stockholders, we file a bankruptcy petition or an ~~initial~~involuntary ~~business~~bankruptcy ~~combination,~~petition ~~blank~~is ~~check~~filed ~~companies~~against ~~have,~~us inthat ~~the~~is ~~recent~~not ~~past~~dismissed, ~~amended~~any ~~various~~distributions ~~provisions of~~received ~~their~~by ~~charters~~stockholders ~~and~~could ~~governing~~be ~~instruments,~~viewed ~~including~~under ~~their~~applicable ~~warrant~~debtor/creditor ~~agreements.~~and/or ~~For~~bankruptcy ~~example,~~laws ~~blank~~as ~~check~~either ~~companies~~a ~~have~~“preferential ~~amended the~~transfer” ~~definition~~or ofa ~~business~~“fraudulent ~~combination,~~conveyance.” ~~increased~~As ~~redemption~~a ~~thresholds~~result, ~~and~~a ~~extended~~bankruptcy ~~the~~court ~~time~~could seek to ~~consummate~~recover anall ~~initial~~amounts ~~business combination~~received by our stockholders. WeIn ~~cannot~~addition, ~~assure~~our ~~you~~board ~~that~~of wedirectors ~~will~~may ~~not~~be ~~seek~~viewed toas ~~amend~~having breached its fiduciary duty to our ~~charter~~creditors and/or ~~governing~~having ~~instruments~~acted in bad faith, ~~including~~thereby toexposing ~~extend~~itself ~~the time~~and us to ~~consummate~~claims anof ~~initial~~punitive ~~business~~damages, ~~combination~~by inpaying ~~order~~public stockholders from the trust account prior to ~~effectuate~~addressing ~~our~~the ~~initial~~claims ~~business~~of ~~combination~~creditors.

~~The provisions~~If, ofbefore ~~our~~distributing ~~amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of~~ the ~~agreement~~proceeds ~~governing~~in the ~~release of funds from our~~ trust account), ~~including an amendment~~ to ~~permit us~~our topublic ~~withdraw~~stockholders, ~~funds~~we ~~from~~file ~~the~~a ~~trust~~bankruptcy ~~account~~petition ~~such~~or ~~that~~an ~~the~~involuntary ~~per~~bankruptcy ~~share~~petition ~~amount~~is ~~investors~~filed ~~will~~against ~~receive~~us ~~upon~~that ~~any redemption or liquidation~~ is ~~substantially~~not ~~reduced or eliminated~~dismissed, ~~may be amended with~~ the ~~approval~~claims of ~~holders~~creditors ofin ~~65%~~such ofproceeding ~~our~~may ~~common~~have ~~stock,~~priority ~~which~~over isthe aclaims ~~lower amendment threshold than that~~ of ~~some other blank check companies. It may be easier for us, therefore, to amend~~ our ~~amended~~stockholders and ~~restated~~ ~~certificate of incorporation and~~ the ~~trust~~per-share ~~agreement~~amount tothat ~~facilitate~~would ~~the~~otherwise ~~completion~~be ofreceived anby ~~initial~~our ~~business~~stockholders ~~combination that~~in ~~some~~connection ofwith our ~~stockholders~~liquidation may ~~not~~be ~~support~~reduced.

~~Our amended~~If, ~~and~~before ~~restated~~distributing ~~certificate of incorporation provides that any of its provisions related to pre-initial business combination activity (including~~ the ~~requirement to deposit~~ proceeds ofin the ~~Initial Public Offering and the private placement of warrants into the~~ trust account ~~and not release such amounts except in specified circumstances, and~~ to ~~provide~~our ~~redemption rights to~~ public stockholders as, ~~described~~we ~~herein~~file ~~and~~a ~~including~~bankruptcy topetition ~~permit~~or usan toinvoluntary ~~withdraw~~bankruptcy ~~funds~~petition ~~from~~is ~~the~~filed ~~trust~~against ~~account~~us ~~such~~ that ~~the per share amount investors will receive upon any redemption or liquidation~~ is ~~substantially~~not ~~reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon~~dismissed, ~~and corresponding provisions of~~ the ~~trust~~proceeds ~~agreement~~held ~~governing~~in the ~~release of funds from our~~ trust account ~~may~~could be ~~amended~~subject ~~if approved by holders of 65% of our common stock entitled~~ to ~~vote~~applicable ~~thereon.~~bankruptcy ~~In all other instances~~law, ~~our amended~~ and ~~restated certificate of incorporation~~ may be ~~amended~~included byin ~~holders of a majority of~~ our ~~outstanding common~~bankruptcy ~~stock~~estate ~~entitled~~and ~~to vote thereon,~~ subject to ~~applicable provisions of~~ the ~~DGCL~~claims ~~or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our amended and restated certificate~~ of ~~incorporation.~~third ~~Our~~parties ~~initial stockholders,~~with ~~who~~priority ~~will~~over ~~collectively~~the ~~beneficially~~claims ~~own up to 20%~~ of our ~~common~~stockholders. ~~stock~~To ~~upon~~ the ~~closing~~extent ~~of the Initial Public Offering (assuming they do not purchase~~ any ~~units~~bankruptcy inclaims deplete the ~~Initial Public 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. As a result~~account, ~~we may be able to amend~~ the ~~provisions of our amended and restated certificate of incorporation which govern our pre~~per-~~initial business~~share ~~combination~~amount ~~behavior~~that ~~more~~would ~~easily~~otherwise ~~than~~be ~~some~~received ~~other~~by ~~blank check companies, and this may increase~~ our ~~ability~~stockholders toin ~~complete an~~connection ~~initial business combination~~ with ~~which~~our ~~you~~liquidation ~~do not agree. Our stockholders~~ may ~~pursue~~be ~~remedies against us for any breach of our amended and restated certificate of incorporation~~reduced.

~~Our initial~~If ~~stockholders,~~we ~~officers~~are ~~and~~deemed ~~directors have agreed, pursuant~~ to abe ~~written~~an ~~agreement~~investment ~~with~~company ~~us,~~under ~~that they will not propose any amendment to our amended and restated certificate of incorporation (i) to modify~~ the ~~substance~~Investment orCompany timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19Act, ~~2022 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless~~ we ~~provide~~may ~~our~~be ~~public~~required ~~stockholders with the opportunity~~ to ~~redeem their~~institute ~~shares~~burdensome ofcompliance ~~Class~~requirements Aand common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our ~~initial~~activities ~~stockholders,~~may ~~officers~~be ~~and directors. Our stockholders are not parties to~~restricted, orwhich ~~third-party~~may ~~beneficiaries~~make ~~of,~~it ~~these~~difficult ~~agreements~~for ~~and,~~us ~~as a result, will not have the ability~~ to ~~pursue~~complete ~~remedies against~~ our initial ~~stockholders,~~business ~~officers and directors for any breach of these agreements~~combination. ~~As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.~~

61 If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

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

~~Our amended~~● ~~and~~restrictions ~~restated~~on 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 a staggered board of directors, the ~~ability of~~issuance ~~the board~~ of ~~directors to designate the terms of and issue new series of preferred stock~~securities, ~~and~~each ~~the fact that prior to the completion~~ of ~~our initial business combination only holders of shares of our Class B common stock,~~ which may make ~~the~~it ~~removal of management more~~ difficult ~~and~~for ~~may~~us ~~discourage~~to ~~transactions~~complete ~~that~~our ~~otherwise~~initial ~~could~~business ~~involve payment of a premium over prevailing market prices for our securities~~combination.

~~We are~~In ~~also subject to anti-takeover provisions under Delaware law~~addition, ~~which~~we ~~could delay or prevent a change of control. Together these provisions~~ may ~~make~~have ~~the~~imposed ~~removal~~upon ofus ~~management~~burdensome ~~more~~requirements, ~~difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.~~including:

~~Our amended~~● ~~and~~registration ~~restated~~as ~~certificate~~an ofinvestment incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.company;

~~Our amended~~● ~~and~~adoption ~~restated certificate~~ of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in 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~~ orspecific ~~forum~~form ~~other than the Court~~ of ~~Chancery,~~corporate ~~(C)~~structure; for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for any action arising under the Securities Act. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

~~Exchange rate~~● ~~fluctuations~~reporting, ~~and~~record ~~currency~~keeping, ~~policies~~voting, ~~may~~proxy ~~cause~~and adisclosure ~~target~~requirements ~~business’~~and ~~ability~~other torules ~~succeed~~and ~~in the international markets to be diminished~~regulations.

In ~~the~~ ~~event~~order wenot ~~acquire~~to abe ~~non-U.S.~~regulated ~~target,~~as ~~all~~an ~~revenues~~investment ~~and~~company ~~income~~under ~~would~~the ~~likely~~Investment beCompany ~~received in a foreign currency~~Act, ~~and~~unless ~~the~~we ~~dollar equivalent~~can ofqualify ~~our~~for ~~net~~an ~~assets and distributions~~exclusion, ifwe ~~any,~~must ~~could~~ensure bethat ~~adversely~~we ~~affected~~are byengaged ~~reductions~~primarily in ~~the~~a ~~value~~business ofother ~~the~~than ~~local~~investing, ~~currency. The~~reinvesting ~~value~~or oftrading ~~the~~in ~~currencies~~securities inand that our ~~target~~activities ~~regions~~do ~~fluctuate~~not ~~and~~include ~~are~~investing, ~~affected~~reinvesting, byowning, ~~among~~holding ~~other~~or ~~things,~~trading ~~changes~~“investment insecurities” ~~political~~constituting ~~and economic~~more ~~conditions.~~than ~~Any~~40% ~~change~~of inour ~~the~~total ~~relative~~assets ~~value~~(exclusive of ~~such~~U.S. ~~currency~~government ~~against~~securities ~~our~~and ~~reporting~~cash ~~currency~~items) ~~may~~on ~~affect~~an ~~the~~unconsolidated ~~attractiveness of~~basis. ~~any~~Our ~~target~~ business ~~or,~~is ~~following~~to ~~consummation~~identify ofand ~~our~~complete an initial business combination, ~~our financial condition~~ and ~~results~~thereafter ~~of operations.~~to ~~Additionally,~~operate ifthe apost-transaction ~~currency~~business ~~appreciates~~or inassets ~~value~~for ~~against~~ the ~~dollar~~long ~~prior~~term. toWe ~~the~~do ~~consummation~~not ofplan ~~our~~to ~~initial~~buy ~~business combination,~~businesses ~~the~~or ~~cost~~assets ofwith a ~~target~~view ~~business~~to asresale ~~measured~~or inprofit ~~dollars~~from ~~will~~their ~~increase,~~resale. ~~which~~We ~~may~~do ~~make~~not itplan ~~less~~to ~~likely~~buy ~~that~~unrelated webusinesses ~~are~~or ~~able~~ assets or to ~~consummate~~be ~~such~~a ~~transaction~~passive investor.

62 32

~~Item~~Table ~~1B.~~of ~~Unresolved Staff Comments.~~Contents

~~None~~We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. 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. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination prior to November 19, 2022 or during any Extension Period, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be 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 liquidation. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless.

~~Item~~Changes 2.in ~~Properties~~laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

We ~~currently~~ ~~maintain~~are ~~our~~subject ~~executive~~to ~~offices~~laws atand ~~2455~~regulations E.enacted ~~Sunrise~~by ~~Blvd. Suite 1205~~national, ~~Fort~~regional ~~Lauderdale,~~and FLlocal ~~33304~~governments. ~~Our~~In ~~executive~~particular, ~~offices~~ we are ~~provided~~required to uscomply bywith ancertain ~~affiliate~~SEC ofand ~~our~~other ~~sponsor~~legal atrequirements. noCompliance ~~cost~~with, toand ~~us.~~monitoring Weof, ~~consider~~applicable ~~our~~laws ~~current~~and ~~office~~regulations ~~space~~may ~~adequate~~be ~~for~~difficult, ~~our~~time ~~current operations~~consuming and costly.

~~Item~~Those 3laws 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, investments and results of operations. ~~Legal~~In ~~Proceedings~~addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

~~None~~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.

~~Item~~Under 4the 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. ~~Mine~~The ~~Safety~~pro ~~Disclosures~~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 prior to November 19, 2022 or during any Extension Period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the end of the 24th month after the closing of the Initial Public Offering or the expiration of any Extension Period in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

~~Not Applicable.~~33

63 Table of Contents

~~PART II~~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 ten 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 of our public shares in the event we do not complete our initial business combination prior to November 19, 2022 or during any Extension Period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

~~Item~~We 5.may ~~Market~~not ~~for~~hold ~~Registrant’s~~an ~~Common~~annual ~~Equity,~~meeting ~~Related~~of ~~Stockholder~~stockholders ~~Matters~~until ~~and~~after ~~Issuer~~the ~~Purchases~~consummation of ~~Equity~~our ~~Securities~~initial business combination, which could delay the opportunity for our stockholders to elect directors.

~~Market Information~~We may not hold an annual meeting of stockholders until after we consummate a business combination (unless required by the NYSE), and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a 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.

~~Our units,~~We ~~Class A~~may ~~common~~seek ~~stock~~business ~~and~~combination ~~warrants~~opportunities ~~are traded on the NYSE under the symbols PIPP.U, PIPP and PIPP WS, respectively. Our units commenced public trading on November 17, 2020. The Class A common stock and the Warrants included~~ in ~~the~~industries ~~Units traded~~or assectors awhich ~~Unit~~may ~~until~~or ~~January 7,~~may ~~2021,~~not ~~when~~be ~~separate~~outside ~~trading~~ of ~~the~~our ~~Class A~~management ~~common~~team’s ~~stock~~area ~~and~~of ~~Warrants began~~expertise. ~~No fractional warrants were or will be issued and only whole warrants trade. Holders now have the option to continue to hold Units or separate their Units into the component pieces.~~

~~Holders~~Although we intend to primarily focus on identifying companies in the defense, government service and aerospace industries, we will consider an initial business combination outside of our management team’s area of expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the Initial Public Offering than a direct investment, if an opportunity were available, in an initial business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management team’s expertise, our management team’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas of our management team’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

As of April 2, 2021, there was one holder of record of our units, one holder of record of our Class A common stock, three holders of record of our Class B common stock and two holders of record of our warrants.34

~~Dividends~~Table of Contents

~~We have~~Although ~~not~~we ~~paid~~have ~~any~~identified ~~cash~~general ~~dividends~~criteria ~~on our common stock to date~~ and doguidelines ~~not~~that ~~intend~~we tobelieve ~~pay~~are ~~cash~~important ~~dividends prior to the completion of our initial business combination. The payment of cash dividends~~ in ~~the~~evaluating ~~future~~prospective ~~will~~target ~~be dependent upon our revenues and earnings~~businesses, if ~~any,~~we ~~capital~~may ~~requirements~~enter ~~and~~into ~~general financial condition subsequent to completion of~~ our initial business combination. ~~The payment~~with ofa ~~any~~target ~~dividends~~that ~~subsequent~~does tonot ~~our~~meet ~~initial business combination will be within the discretion of our board of directors at~~ such ~~time.~~criteria Itand ~~is the present intention of our board of directors to retain all earnings~~guidelines, ~~if any, for use in our business operations~~ and, ~~accordingly,~~as ~~our~~a ~~board of directors does not anticipate declaring any dividends in the foreseeable future. In addition~~result, ~~our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in~~ the ~~foreseeable~~target ~~future. Further,~~business ifwith which we ~~incur~~enter ~~any~~into ~~indebtedness in connection with~~ our initial business combination, ~~our ability to declare dividends~~ may be ~~limited~~not byhave ~~restrictive~~attributes ~~covenants~~consistent wewith ~~may~~our ~~agree~~general tocriteria inand ~~connection therewith~~guidelines.

~~Use~~ 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 these positive attributes. If we complete our initial business combination with a target that does not meet some or all of ~~Proceeds~~these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

~~Our Sponsor~~We ~~was~~may ~~issued~~seek anbusiness ~~aggregate~~combination ofopportunities ~~5,750,000~~with ~~founder shares, or Class B common stock, (after taking into account (i)~~ a ~~surrender~~ offinancially ~~1,437,500~~unstable ~~shares~~business ofor ~~Class~~an Bentity ~~common~~lacking ~~stock~~an toestablished ~~the~~record ~~Company for no consideration effectuated on November 13, 2020 and (ii) a surrender~~ of 1revenue,~~437,500~~ ~~shares~~cash offlow ~~Class~~or ~~B common stock to the Company for no consideration effectuated on November 16~~earnings, ~~2020) for~~ which wecould ~~received~~subject aus ~~capital contribution of an aggregate of $25,000. Our Sponsor subsequently transferred a portion of these founders’ shares~~ to ~~certain~~volatile ~~individuals~~revenues, ~~including~~cash ~~certain~~flows ofor ~~our~~earnings ~~independent~~or ~~directors,~~difficulty ~~for~~in ~~the~~retaining ~~same~~key ~~per share purchase price originally paid for such shares~~personnel.

~~On November~~To ~~19,~~the ~~2020,~~extent we ~~consummated~~complete ~~the~~our ~~Initial~~initial ~~Public~~business ~~Offering~~combination ofwith ~~20,000,000~~a ~~Units,~~financially atunstable ~~$10.00~~business ~~per~~or ~~Unit,~~an ~~generating gross~~entity ~~proceeds~~lacking an established record of ~~$200.0 million~~revenues or earnings, ~~and~~we ~~incurring~~may ~~offering~~be ~~costs~~affected ofby ~~approximately~~numerous ~~$11.7 million,~~risks ~~inclusive~~inherent in the operations of ~~approximately $7.0 million~~the inbusiness ~~deferred~~with ~~underwriting~~which ~~commissions~~we combine. OnThese ~~November~~risks ~~20,~~include ~~2020,~~volatile ~~the~~revenues ~~underwriters~~or ~~partially~~earnings ~~exercised~~and ~~the over-allotment~~difficulties ~~option~~in obtaining and onretaining ~~November~~key ~~24,~~personnel. ~~2020,~~Although ~~purchased~~our anofficers ~~additional~~and ~~1,838,000~~directors ~~Units,~~will ~~generating gross~~endeavor ~~proceeds~~to ofevaluate ~~approximately~~the ~~$18.4~~risks ~~million,~~inherent ~~and~~in ~~incurred~~a ~~additional~~particular ~~offering~~target ~~costs~~business, ofwe ~~approximately~~may ~~$1.0~~not ~~million~~be inable ~~underwriting fees~~to ~~(inclusive~~properly ofascertain ~~approximately~~or ~~$644,000~~assess inall ~~deferred~~of ~~underwriting~~the ~~fees).~~significant ~~Each~~risk ~~Unit~~factors ~~consists~~and ofwe ~~one~~may ~~share~~not ofhave ~~our~~adequate ~~Class A common~~time ~~stock,~~to ~~par~~complete ~~value~~due $0diligence.~~0001 per~~ ~~share~~Furthermore, ~~and~~some ~~one-third~~of these risks may be outside of ~~one~~our ~~redeemable~~control ~~warrant,~~and leave us with ~~each~~no ~~whole~~ability ~~Warrant~~to ~~entitling~~control ~~the holder~~or ~~thereof~~reduce tothe ~~purchase~~chances ~~one~~that ~~whole~~those ~~share~~risks ofwill ~~Class A~~adversely ~~common~~impact ~~stock~~a ~~for~~target ~~$11~~business.~~50 per share.~~

~~Simultaneously with~~We ~~the~~are ~~consummation~~not ofrequired ~~the~~to ~~Initial~~obtain ~~Public~~an ~~Offering~~opinion onfrom ~~November~~an ~~19,~~independent ~~2020,~~investment webanking ~~completed~~firm ~~the~~or ~~Private~~from ~~Placement~~an ofindependent ~~4,000,000~~accounting ~~Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant~~firm, toand ~~our Sponsor~~consequently, ~~generating~~you ~~gross~~may ~~proceeds to~~have usno ofassurance ~~$6,000,000.~~from ~~Simultaneously~~an ~~with~~independent ~~the~~source ~~closing~~that of the ~~Over-Allotment~~price ~~on November 24, 2020,~~ we ~~consummated~~are ~~the~~paying ~~second~~for ~~closing of~~ the ~~Private~~business ~~Placement,~~is ~~resulting~~fair into ~~the~~our ~~purchase~~company offrom ana ~~additional~~financial ~~245,173~~point ~~Private Placement Warrants by the Sponsor, generating gross proceeds to us~~ of ~~$368,000~~view.

64 Unless we complete our initial 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 or an independent accounting firm that the price we are paying 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 proxy materials or tender offer documents, as applicable, related to our initial business combination.

In connection with the Initial Public Offering and the Over-Allotment, we incurred offering costs of approximately $12.7 million, inclusive of approximately $7.6 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering and Over-Allotment expenses, $218.4 million of the net proceeds from the Initial Public Offering, the Over-Allotment and certain of the proceeds from the Private Placement (or $10.00 per Unit sold in the Initial Public Offering) have been deposited in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of our public stockholders. After paying expenses associated with the Initial Public Offering and the Private Placement, we had approximately $1.0 million of cash held outside of the trust account for working capital.35

~~Except for~~Table ~~the withdrawal from the trust account~~ of interest earned on the funds held therein necessary to pay our taxes, if any, the funds in the trust account will not be released to us until the earlier of the completion of a business combination or our liquidation upon our failure to consummate a business combination within the required time period (which may not occur until November 19, 2022).Contents

~~We intend~~Resources tocould ~~use~~be ~~substantially~~wasted ~~all~~in ofresearching ~~the~~business ~~funds~~combinations ~~held~~that inare ~~the~~not ~~trust account~~completed, ~~including~~which ~~any~~could ~~amounts~~materially ~~representing~~adversely ~~interest~~affect ~~earned~~subsequent ~~on the~~attempts ~~trust~~to ~~account~~locate ~~not~~and ~~previously~~acquire ~~released~~or tomerge uswith ~~(less~~another ~~taxes~~business. ~~payable~~If ~~and~~we ~~deferred~~do ~~underwriting~~not ~~commissions) to~~ complete our initial business combination., Weour ~~may~~public ~~withdraw~~stockholders ~~interest~~may toreceive ~~pay~~only ~~our~~approximately ~~taxes, if any~~$10.00 Toper ~~the~~share, ~~extent that our equity~~ or ~~debt~~less isthan ~~used,~~such inamount ~~whole or~~ in ~~part~~certain circumstances, ason ~~consideration~~the toliquidation ~~complete~~of our ~~initial business combination, the remaining proceeds held in the~~ trust account ~~will be used as working capital to finance the operations of the target business or businesses, make other acquisitions~~ and ~~pursue~~ our ~~growth~~warrants ~~strategies~~will expire worthless.

We ~~intend~~ toanticipate ~~use~~that the ~~funds~~investigation ~~held~~of ~~outside~~each specific target business and the ~~trust~~negotiation, ~~account~~drafting ~~primarily~~and toexecution ~~identify~~of relevant agreements, disclosure documents and ~~evaluate~~other ~~target~~instruments ~~businesses~~will require substantial management time and attention and substantial costs for accountants, ~~perform~~attorneys, ~~business due~~consultants ~~diligence~~and onothers. ~~prospective~~If ~~target~~we ~~businesses~~decide not to complete a specific initial business combination, ~~travel~~the costs incurred up to ~~and~~that ~~from~~point for the ~~offices~~proposed transaction likely would not be recoverable. Furthermore, ~~plants~~if orwe ~~similar~~reach ~~locations~~an ofagreement ~~prospective~~relating to a specific target ~~businesses~~ orbusiness, ~~their~~we ~~representatives~~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 ~~owners~~merge with another business. If we do not complete our initial business combination, ~~review~~our ~~corporate~~public ~~documents~~stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and ~~material~~our ~~agreements~~warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of ~~prospective~~their ~~target~~shares. ~~businesses~~See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and ~~structure,~~the ~~negotiate~~per-share redemption amount received by stockholders may be less than $10.00 per share” and ~~complete~~other arisk ~~business~~factors ~~combination~~below.

~~Purchases~~ We may only be able to complete one business combination with the proceeds of ~~Equity~~the ~~Securities~~Initial byPublic ~~Issuer~~Offering and ~~Affiliates~~the sale of the private placement warrants which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.

~~No purchases~~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 ~~equity~~initial ~~securities~~business ~~have~~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 ~~made~~operated byon a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us orto ~~affiliated~~numerous ~~purchasers~~economic, ~~within~~competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the ~~fourth~~possible ~~quarter~~spreading of risks or offsetting of losses, unlike other entities which may have the ~~fiscal~~resources ~~year ended~~to ~~December 31~~complete several business combinations in different industries or different areas of a single industry. In addition, ~~2020~~we intend to primarily focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:

~~Item~~● 6.solely ~~Selected~~dependent ~~Financial~~upon ~~Data.~~the performance of a single business, property or asset, or

~~Not required~~● ~~for~~dependent ~~smaller~~upon ~~reporting~~the ~~companies~~development or market acceptance of a single or limited number of products, processes or services.

~~Item~~This 7.lack ~~Management’s~~of ~~Discussion~~diversification ~~and~~may ~~Analysis~~subject ofus ~~Financial~~to ~~Condition~~numerous economic, competitive and ~~Results~~regulatory risks, any or all of ~~Operations~~which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

~~References to~~We ~~“we”,~~may ~~“us”,~~attempt ~~“our”~~to orsimultaneously ~~the~~complete ~~“Company”~~business ~~are~~combinations towith ~~Pine~~multiple ~~Island~~prospective ~~Acquisition Corp.~~targets, ~~except where~~which ~~the~~may ~~context~~hinder ~~requires~~our ~~otherwise.~~ability ~~The~~to ~~following~~complete ~~discussion~~our ~~and~~initial ~~analysis~~business ofcombination ~~the Company’s financial condition~~ and ~~results of~~give ~~operations~~rise ~~should~~to beincreased ~~read~~costs ~~in conjunction with the financial statements~~ and ~~the~~risks ~~notes~~that ~~thereto~~could ~~contained~~negatively ~~elsewhere~~impact inour ~~this~~operations ~~report. Certain information contained in the discussion~~ and ~~analysis set forth below includes forward-looking statements that involve risks and uncertainties~~profitability.

~~Cautionary Note~~If ~~Regarding~~we ~~Forward-Looking~~determine ~~Statements~~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. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with 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.

All statements other than statements of historical fact included in this Annual Report on Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Annual Report on Form 10-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Annual Report should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report on Form 10-K. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.36

65 Table of Contents

~~Overview~~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.

~~We are~~In pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a ~~blank~~privately ~~check~~held company. ~~incorporated~~Very inlittle ~~Delaware~~public oninformation ~~August 21,~~generally ~~2020.~~exists Weabout ~~were~~private ~~formed~~companies, ~~for~~and ~~the~~we ~~purpose~~could ofbe ~~effecting~~required ato ~~merger, capital~~make ~~stock~~our ~~exchange,~~decision ~~asset~~on ~~acquisition,~~whether ~~stock~~to ~~purchase,~~pursue ~~reorganization~~a orpotential ~~similar~~initial business combination ~~with~~on ~~one~~the orbasis ~~more~~of ~~businesses (the~~limited ~~“Business~~information, ~~Combination”).~~which Wemay ~~are~~result in an ~~emerging~~initial ~~growth~~business ~~company~~combination ~~and,~~with asa ~~such,~~company ~~are~~that ~~subject~~is tonot ~~all~~as ofprofitable ~~the~~as ~~risks~~we ~~associated with~~suspected, ~~emerging~~if ~~growth~~at ~~companies~~all.

Our ~~sponsor~~ ismanagement ~~Pine~~may ~~Island~~not ~~Sponsor~~be ~~LLC,~~able a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective November 16, 2020. On November 19, 2020, we consummated our Initial Public Offering of 20,000,000 units (the “Units” and, with respect to ~~the~~maintain ~~Class A~~control ~~common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds~~ of ~~$200.0 million,~~a ~~and incurring~~target ~~offering~~business ~~costs~~after ofour ~~approximately~~initial ~~$11.7 million,~~business ~~inclusive of $7~~combination.0 million in deferred underwriting commissions. On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased an additional 1,838,800 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $18.4 million, and incurred additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees) (the “Over-Allotment”).

~~Simultaneously with~~We may structure an initial business combination so that the ~~closing~~post-transaction company in which our public stockholders own shares will own less than 100% of the ~~Initial~~equity ~~Public~~interests ~~Offering~~or assets of a target business, but we ~~consummated~~will only complete such business combination if the ~~private~~post-transaction ~~placement~~company ~~(“Private~~owns ~~Placement”)~~or acquires 50% or more of ~~4,000,000 warrants~~ ~~(each,~~the outstanding voting securities of the target or otherwise acquires a ~~“Private~~controlling ~~Placement~~interest ~~Warrant”~~in ~~and~~the ~~collectively,~~target sufficient for us not to be required to register as an investment company under the ~~“Private~~Investment ~~Placement~~Company ~~Warrants”),~~Act. ~~at a~~We ~~price~~will ofnot $1consider any transaction that does not meet such criteria. Even if the post- transaction company owns 50% ~~per~~or ~~Private~~more ~~Placement~~of ~~Warrant~~the ~~with~~voting securities of the target, our ~~Sponsor~~stockholders prior to the initial business combination may collectively own a minority interest in the post business combination company, ~~generating~~depending ~~gross~~on ~~proceeds~~valuations ofascribed $6to the target and us in the initial business combination.0 For example, we could pursue a transaction in which we issue a substantial number of new shares of Class ~~million.~~A ~~Simultaneously with~~common ~~the~~stock ~~closing~~in exchange for all of the ~~Over-Allotment~~outstanding oncapital ~~November~~stock ~~24,~~of ~~2020~~a target. In this case, we ~~consummated~~would acquire a 100% interest in the ~~second~~target. ~~closing~~However, as a result of the ~~Private~~issuance ~~Placement~~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 ~~the~~a ~~purchase~~single ofperson anor ~~aggregate~~group obtaining a larger share of an ~~additional 245~~the company’s stock than we initially acquired. Accordingly,~~173~~ ~~Private~~this ~~Placement~~may ~~Warrants by~~make it more likely that our ~~Sponsor~~management will not be able to maintain our control of the target business. We cannot provide assurance that, ~~generating gross~~upon ~~proceeds~~loss of ~~approximately~~control ~~$368~~of a target business,~~000~~ new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

~~Upon the~~We ~~closing~~do ofnot ~~the~~have Initial Public Offering and the Private Placement on November 19, 2020, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a ~~trust account~~specified ~~(“Trust~~maximum ~~Account”)~~redemption ~~located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U~~threshold.S. ~~“government~~The ~~securities,”~~absence ~~within the meaning~~ of ~~Section~~such 2(a~~)(16)~~ ofredemption ~~the~~threshold ~~Investment Company~~may ~~Act~~make ofit ~~1940,~~possible asfor ~~amended~~us ~~(the~~to ~~“Investment~~complete ~~Company~~an ~~Act”),~~initial ~~having~~business acombination ~~maturity~~with ~~of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act,~~ which ~~invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of~~ a ~~Business Combination~~substantial ~~and~~majority ~~(ii) the distribution~~ of ~~the~~our ~~Trust~~stockholders ~~Account~~do asnot ~~described below~~agree. ~~Upon the closing of the Over-Allotment on November 24, 2020, an additional amount of approximately $18.4 million was deposited to the Trust Account, for a total of approximately $218.4 million.~~

~~We will~~Our ~~only~~amended ~~have~~and ~~24 months~~restated ~~from~~certificate ~~the~~of ~~closing~~incorporation ofwill ~~the~~not ~~Initial~~provide ~~Public~~a ~~Offering,~~specified ormaximum ~~November~~redemption 19threshold, ~~2022,~~except ~~(the~~that ~~“Combination~~in ~~Period”) and~~no event will we redeem our ~~stockholders~~public ~~have~~shares ~~not~~in ~~amended~~an ~~the~~amount ~~Certificate~~that ofwould ~~Incorporation~~cause our net tangible assets to ~~extend~~be ~~such~~less ~~Combination~~than ~~Period~~$5,000,001 weupon ~~will~~consummation ~~(1) cease all~~of ~~operations~~our ~~except~~initial ~~for~~business ~~the~~combination ~~purpose~~and after payment of ~~winding~~deferred ~~up,~~underwriting commissions (~~ii) as~~such ~~promptly~~that aswe ~~reasonably~~are ~~possible~~not ~~but~~subject ~~not~~to ~~more~~the ~~than~~SEC’s ~~ten~~“penny ~~business days~~stock” ~~thereafter~~rules) ~~subject~~or toany ~~lawfully~~greater ~~available~~net ~~funds~~tangible ~~therefor,~~asset ~~redeem~~or cash requirement which may be contained in the ~~Public~~agreement ~~Shares,~~relating atto aour ~~per-share~~initial ~~price,~~business ~~payable~~combination. inAs ~~cash~~a result, ~~equal~~ we may be able to ~~the~~complete ~~aggregate~~our ~~amount~~initial ~~then~~business oncombination ~~deposit~~even inthough ~~the~~a ~~Trust~~substantial ~~Account~~majority ~~including~~of ~~interest~~our ~~earned~~public onstockholders ~~the~~do ~~funds~~not ~~held~~agree inwith the ~~Trust~~transaction ~~Account~~ and ~~not~~have ~~previously~~redeemed ~~released~~their toshares usor, toif ~~pay~~we seek stockholder approval of our ~~franchise~~initial business combination and ~~income~~do ~~taxes~~not ~~(less~~conduct upredemptions toin ~~$100,000~~connection ofwith ~~interest~~our initial business combination pursuant to ~~pay~~the ~~dissolution~~tender ~~expenses)~~offer rules, ~~divided~~ byhave ~~the~~entered ~~number~~into ofprivately ~~then~~negotiated ~~outstanding~~agreements ~~Public~~to ~~Shares,~~sell ~~which~~their ~~redemption~~shares ~~will~~to ~~completely~~our ~~extinguish~~sponsor, ~~Public~~officers, ~~Stockholders’ rights~~directors, asadvisors ~~stockholders~~or ~~(including~~their affiliates. In the ~~right~~event tothe ~~receive~~aggregate ~~further~~cash ~~liquidating~~consideration ~~distributions,~~we ifwould ~~any),~~be ~~subject~~required to ~~applicable~~pay ~~law, and~~for ~~(iii)~~all shares of Class asA ~~promptly~~common asstock ~~reasonably~~that ~~possible~~are ~~following~~validly ~~such~~submitted for redemption, ~~subject~~plus any amount required to satisfy cash conditions pursuant to the ~~approval~~terms of the ~~remaining~~proposed ~~stockholders and~~initial business combination exceed the ~~board~~aggregate amount of ~~directors,~~cash ~~dissolve~~available ~~and~~to ~~liquidate~~us, ~~subject~~we inwill ~~each~~not ~~case~~complete tothe ~~our~~initial ~~obligations~~business ~~under~~combination ~~Delaware~~or ~~law~~redeem toany ~~provide~~shares, ~~for claims~~all shares of ~~creditors~~Class A ~~and~~common stock submitted for redemption will be returned to the ~~requirements~~holders ofthereof, ~~other~~and ~~applicable~~we ~~law~~instead may search for an alternate business combination.

66 37

~~Results~~ Table of ~~Operations~~Contents

~~Our entire~~We ~~activity~~may ~~since~~be ~~inception~~unable up to ~~December~~obtain ~~31,~~additional ~~2020~~financing ~~has been related~~ to ~~our~~complete ~~formation, Initial Public Offering, which was consummated on November 16, 2020, and since the Initial Public Offering,~~ our ~~activity~~initial ~~has~~business ~~been~~combination ~~limited~~or to ~~the~~fund ~~search for a prospective Initial Business Combination, and we will not be generating any operating revenues until~~ the ~~closing~~operations and ~~completion~~growth of ~~our Initial Business Combination. We expect to incur increased expenses as~~ a ~~result~~target ~~of being a public company (for legal~~business, ~~financial~~which ~~reporting, accounting~~could ~~and~~compel ~~auditing~~us ~~compliance),~~to asrestructure ~~well~~or asabandon ~~for~~a ~~due~~particular ~~diligence~~business ~~expenses~~combination.

~~For~~ We have not selected any specific business combination target but intend to target businesses larger than we could acquire with the ~~period~~net ~~from~~proceeds ~~August~~of 21the Initial Public Offering and the sale of the private placement warrants. As a result, ~~2020~~we ~~(inception)~~may ~~through~~be ~~December 31~~required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, ~~2020~~if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we ~~had~~would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net ~~loss~~proceeds in search of a target business, the obligation to repurchase for cash a significant number of public shares from stockholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions to purchase public shares in connection with our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only approximately $~~235~~10.00 per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes on the liquidation of our trust account,~~000~~ and our warrants will expire worthless. In addition, ~~which~~even ~~consisted~~ if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of ~~approximately~~the ~~$177~~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,~~000~~ directors or stockholders is required to provide any financing to us in ~~general~~connection ~~and~~with ~~administrative~~or ~~expenses~~after our initial business combination. If we do not complete our initial business combination, our public stockholders may only receive approximately $7210.00 per share on the liquidation of our trust account,~~000~~ and our warrants will expire worthless. Furthermore, as described in ~~franchise~~the ~~tax~~risk ~~expense~~factor entitled “If third parties bring claims against us, ~~offset~~the proceeds held in the trust account could be reduced and the per-share redemption amount received by ~~approximately~~ stockholders may be less than $1510.00 per share,~~000~~” inunder ~~investment~~certain ~~income~~circumstances onour public stockholders may receive less than $10.00 per share upon the ~~Trust~~liquidation ~~Account~~of the trust account.

~~Liquidity and~~Our ~~Capital~~initial ~~Resources~~stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

As Our initial stockholders own shares representing 20% of ~~December 31~~our issued and outstanding shares of common stock. Accordingly, ~~2020~~they may exert a substantial influence on actions requiring a stockholder vote, wepotentially ~~had~~in ~~approximately~~a ~~$404~~manner that you do not support,~~000~~ ~~outside~~including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders purchase any additional shares of common stock in the ~~Trust~~aftermarket ~~Account~~or in privately negotiated transactions, ~~working~~this ~~capital~~would increase their control. Factors that would be considered in making such additional purchases would include consideration of ~~approximately~~the $1current trading price of our Class A common stock.1 ~~million~~ In addition, our board of directors, whose members were elected by our initial stockholders, is and ~~approximately~~will ~~$15~~be divided into three classes,~~000~~ each of ~~investment~~which ~~income~~will ~~available~~generally serve for a term of three years with only one class of directors being elected in ~~the~~each year. ~~Trust~~We ~~Account~~may not hold an annual meeting of stockholders to ~~pay~~elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the initial business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our ~~tax~~initial ~~obligations~~stockholders and only holders of our founder shares will have the right to vote on the election of directors prior to our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination.

~~Our liquidity~~Because ~~needs~~we tomust ~~date~~furnish ~~have been satisfied through a capital contribution of $25,000 from~~ our ~~Sponsor~~stockholders to purchase the Founder Shares, a loan under a promissory note from our Sponsor of approximately $105,000, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the promissory note on November 19, 2020. In addition, in order to finance transaction costs in connection with atarget ~~Business~~business ~~Combination,~~financial ~~our officers~~statements, ~~directors~~we ~~and Initial Shareholders~~ may, ~~but~~lose ~~are~~the ~~not~~ability ~~obligated~~ to, ~~provide~~complete usan ~~Working~~otherwise ~~Capital~~advantageous ~~Loans.~~initial Asbusiness ofcombination ~~December~~with ~~31,~~some ~~2020,~~prospective ~~there~~target ~~were no amounts outstanding under any Working Capital Loans~~businesses.

~~Until~~The ~~the~~federal ~~consummation~~proxy ~~of a~~rules require ~~Business~~that ~~Combination,~~a weproxy ~~will~~statement bewith ~~using~~respect ~~the~~to ~~funds~~a ~~not~~vote ~~held~~on inan ~~the~~initial ~~Trust~~business ~~Account~~combination ~~for~~meeting ~~identifying~~certain ~~and~~financial ~~evaluating~~significance ~~prospective~~tests ~~acquisition candidates,~~include ~~performing~~historical ~~due~~and/or ~~diligence~~pro onforma ~~prospective~~financial ~~target~~statement ~~businesses,~~disclosure ~~paying~~in ~~for~~periodic ~~travel~~reports. ~~expenditures,~~We ~~selecting~~would include the ~~target~~same ~~business~~financial ~~to acquire,~~statement ~~and~~disclosure ~~structuring,~~in ~~negotiating~~connection ~~and~~with ~~consummating~~any ~~the~~tender ~~Business~~offer ~~Combination~~documents. WeThese ~~will~~financial ~~need~~statements may be required to ~~raise~~be ~~additional~~prepared ~~capital~~in ~~through~~accordance ~~loans~~ with, or ~~additional~~be ~~investments~~reconciled ~~from~~to, ~~our~~accounting ~~Sponsor,~~principles ~~stockholders,~~generally ~~officers~~accepted in the United States, ~~directors~~or GAAP, or ~~third~~international ~~parties.~~financial ~~Our~~reporting ~~officers,~~standards ~~directors~~as ~~and~~issued ~~Sponsor~~by ~~may, but~~the ~~are~~International ~~not~~Accounting ~~obligated~~Standards toBoard, ~~loan~~or ~~us funds~~IFRS, ~~from~~depending ~~time~~on tothe ~~time~~circumstances orand atthe ~~any~~historical ~~time,~~financial instatements ~~whatever~~may ~~amount~~be ~~they~~required ~~deem~~to ~~reasonable~~be audited in ~~their~~accordance ~~sole~~with ~~discretion, to~~the ~~meet~~standards ~~our~~of ~~working~~the ~~capital~~Public ~~needs.~~Company ~~Accordingly~~Accounting Oversight Board (United States), weor ~~may~~PCAOB. ~~not~~These befinancial ~~able~~statement torequirements ~~obtain~~may ~~additional~~limit ~~financing.~~the Ifpool weof ~~are~~potential ~~unable~~target tobusinesses ~~raise~~we ~~additional capital,~~may itacquire because some targets may be ~~required~~unable to ~~take~~provide ~~additional~~such ~~measures~~financial tostatements ~~conserve~~in ~~liquidity,~~time ~~which~~for ~~could~~us ~~include,~~to ~~but~~disclose ~~not~~such ~~necessarily~~statements bein ~~limited~~accordance ~~to, curtailing~~with ~~operations,~~federal ~~suspending~~proxy ~~the~~or ~~pursuit~~tender ofoffer arules and ~~potential~~complete ~~transaction,~~our ~~and~~initial ~~reducing~~business ~~overhead~~combination ~~expenses~~within the prescribed timeframe.

We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through November 19, 2022. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.38

~~On January 30,~~Table ~~2020, the World Health Organization (“WHO”) announced a global health emergency because~~ of a new strain of coronavirus (COVID-19). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic (the “COVID-19 pandemic”), based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic continues to evolve. The impact of the COVID-19 pandemic on our results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the pandemic and related advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, our results of operations, financial position and cash flows may be materially adversely affected. Additionally, our ability to complete an initial Business Combination, including the Proposed Business Combination, may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 pandemic or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit our ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial Business Combination in a timely manner. Our ability to consummate an initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 pandemic and the resulting market downturn.Contents

67 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 initial business combination.

~~Related Party~~Section 404 ~~Transactions~~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, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to 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 business combination.

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

~~On August 24,~~If ~~2020,~~we effect our ~~Sponsor~~initial ~~purchased~~business ~~8,625,000~~combination ~~shares~~with ofa ~~the~~company ~~Company’s~~with ~~Class B~~operations ~~common~~or ~~stock,~~opportunities ~~par~~outside ~~value~~of ~~$0.0001 per share, (~~the ~~“Founder~~United ~~Shares”) for an aggregate price of $25~~States,~~000.~~ Inwe ~~September~~would ~~2020,~~be ~~our~~subject ~~Sponsor transferred 30,000 Founder Shares~~ to ~~Michael~~risks E.associated ~~Roemer~~with ~~and~~cross-border ~~50,000~~business ~~Founder Shares to David Wajsgras. These 80~~combinations,~~000~~ ~~Founder~~including ~~Shares are not subject to forfeiture~~ in ~~the~~connection ~~event~~with ~~the underwriters’ over-allotment option is not exercised. On November 13~~investigating, ~~2020~~agreeing onto ~~November~~and ~~16,~~completing ~~2020, respectively,~~ our ~~Sponsor~~initial ~~effected~~business ~~a surrender of 1~~combination,~~437,500~~ ~~and~~conducting ~~1,437,500~~due ~~shares~~diligence ~~of Class B common stock to the Company for no consideration, resulting~~ in a ~~decrease~~foreign injurisdiction, ~~the~~having ~~total~~such ~~number~~transaction ofapproved ~~shares~~by ofany ~~Class~~local ~~B common stock outstanding from 8~~governments,~~625,000~~ toregulators ~~5,750,000. All~~or ~~shares~~agencies and ~~associated~~changes ~~amounts have been retroactively restated to reflect the share surrenders. Our Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised~~ in ~~full by~~ the underwriters, so that the Founder Shares will represent 20.0% of our issued and outstanding shares after the Initial Public Offering. On November 24, 2020, the underwriters partially exercised the over-allotment option to purchase asprice ~~additional~~based ~~1,838,800~~on ~~Units~~fluctuations ~~and~~in ~~forfeited~~foreign ~~the remaining~~exchange ~~option; thus, only 290,300 shares of Class B common stock remain subject to forfeiture~~rates. ~~On November 24, 2020, the remaining 290,300 shares of Class B common stock were forfeited.~~

~~Private Placement~~In ~~Shares~~addition, we would be subject to special considerations or risks associated with companies operating in an international setting, including any of the following:

~~Simultaneously with~~● ~~the~~higher ~~closing~~costs ofand ~~the~~difficulties ~~Initial~~inherent ~~Public~~in ~~Offering,~~managing wecross-border ~~consummated~~business ~~the~~operations ~~Private~~and ~~Placement~~complying ~~of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant~~ with ~~our~~different ~~Sponsor,~~commercial ~~generating~~and ~~gross~~legal ~~proceeds~~requirements of ~~$6.0 million.~~overseas Simultaneously with the closing of the Over-Allotment on November 24, 2020, we consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by our Sponsor, generating gross proceeds of approximately $368,000.markets;

~~Related Party~~● ~~Loans~~rules and regulations regarding currency redemption;

~~On August 24,~~● ~~2020,~~complex ~~our~~corporate ~~Sponsor~~withholding ~~agreed~~taxes to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable upon the completion of the Initial Public Offering. We borrowed approximately $105,000 under the Note and fully repaid to our Sponsor on ~~November 19, 2020.~~individuals;

~~Working Capital~~● ~~Loans~~laws governing the manner in which future business combinations may be effected;

~~In order~~● tolocal ~~finance~~regulations ~~transaction~~regarding costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the ~~Working~~industries Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in ~~the~~which Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2020, we ~~had~~ ~~no borrowings under the Working Capital Loans.~~operate;

68 ● exchange listing and/or delisting requirements;

~~Commitments~~ ● tariffs and ~~Contingencies~~trade barriers;

~~Registration Rights~~● regulations related to customs and import/export matters;

~~The holders~~● oflocal ~~Founder~~lobbying Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with the filing of any such registration statements.regulations;

~~Underwriting Agreement~~● U.S. Foreign Corrupt Practices Act compliance;

~~We granted~~● ~~the~~local ~~underwriter~~or aregional ~~45-day option~~economic topolicies ~~purchase up to 3,000,000 additional Units to cover any over-allotments, at the Initial Public Offering price less the underwriting discounts~~ and ~~commissions.~~market ~~On November 24, 2020, the underwriter partially exercised the over-allotment option.~~conditions;

~~The underwriters~~● ~~were~~unexpected ~~entitled~~changes ~~to an underwriting discount of $0.20 per Unit, or $4.0 million~~ in ~~the~~regulatory aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.requirements;

~~In connection~~● ~~with~~longer ~~the~~payment ~~consummation~~cycles ~~of the Over-Allotment on November 24, 2020, the underwriters were entitled to an additional fee of approximately $368,000 paid upon closing,~~ and ~~approximately~~challenges ~~$644,000~~ in ~~deferred~~collecting ~~underwriting~~accounts ~~commissions.~~receivable;

~~Critical Accounting~~● ~~Policies~~tax issues, including but not limited to tax law changes and ~~Estimates~~variations in tax laws as compared to the United States;

~~Investments held in Trust Account~~39

~~Our portfolio~~Table of investments is comprised solely of U.S. Treasury Bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. Our investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.Contents

~~Class A Common~~● ~~Stock~~currency ~~Subject~~fluctuations toand ~~Possible~~exchange ~~Redemption~~controls;

~~Class A common~~● ~~stock~~rates subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 20,679,234 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheet.inflation;

~~Net Loss~~● ~~Per~~cultural ~~Common~~and ~~Stock~~language differences;

We● ~~apply~~employment the two-class method in calculating earnings per share. Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the periods. An aggregate of 20,679,234 Class A common stock subject to possible redemption at December 31, 2020 has been excluded from the calculation of basic loss per common stock, since such shares, if redeemed, only participate in their pro rata share of the Trust earnings. We have not considered the effect of the warrants sold in the initial public offering and Private Placement to purchase an aggregate of 7,279,600 Class A common stock in the calculation of diluted loss per common stock, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.regulations;

69 ● underdeveloped or unpredictable legal or regulatory systems;

~~Recent Accounting~~● ~~Pronouncements~~corruption;

~~Our management~~● ~~does~~protection ~~not~~of ~~believe~~intellectual ~~that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our balance sheet.~~property;

~~Off-Balance Sheet Arrangements and Contractual Obligations~~● data privacy;

~~As of~~● ~~December 31,~~changes ~~2020~~in industry, weregulatory ~~did~~or ~~not~~environmental ~~have any off-balance sheet arrangements~~standards aswithin ~~defined~~the injurisdictions ~~Item 303(a)(4)(ii) of Regulation S-K and did~~where ~~not~~we ~~have any commitments or contractual obligations.~~operate;

~~JOBS Act~~● public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;

~~The Jumpstart~~● ~~Our~~social ~~Business~~unrest, ~~Startups Act of 2012 (the “JOBS Act”) contains provisions that~~crime, ~~among other things~~strikes, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standardsriots, ~~and~~civil ~~as a result~~disturbances, weterrorist ~~may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result~~attacks, ~~the~~natural ~~financial~~disasters ~~statements~~and ~~may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.~~wars;

~~Additionally, we~~● ~~are~~regime inchanges the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and ~~Consumer~~political Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.upheaval;

~~Item~~● ~~7A.~~deterioration ~~Quantitative~~of ~~and~~political ~~Qualitative~~relations ~~Disclosures~~with ~~About~~the ~~Market~~United ~~Risk.~~States; and

~~The net~~● ~~proceeds of the Initial Public Offering and the sale of the private placement warrants held in the trust account may be invested only in U.S.~~ government ~~treasury~~appropriations ~~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~~assets.~~S. government treasury obligations. Due to the short-term nature of these investments, we believe there is no associated material exposure to interest rate risk.~~

~~Item~~We 8may not be able to adequately address these additional risks. ~~Financial~~If ~~Statements~~we were unable to do so, our operations might suffer, which may adversely impact our results of operations and ~~Supplementary~~financial ~~Data~~condition.

~~This information~~If ~~appears~~we ~~following~~consummate ~~Item 15~~a business combination with a target company with substantially all of ~~this~~its ~~Report~~operations or opportunities outside of the United States, substantially all of our assets could be located in a foreign country and issubstantially ~~included~~all ~~herein~~of byour ~~reference~~revenue could be derived from our operations in such country. Accordingly, our results of operations and prospects could be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

~~Item~~The 9economic, political and social conditions, as well as government policies, of the country in which our operations are ultimately located could affect our business. ~~Changes~~Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and ~~Disagreements~~adversely affect our ability to find an attractive target business with ~~Accountants~~which onto ~~Accounting~~consummate our initial business combination and ~~Financial~~if ~~Disclosures~~we effect our initial business combination, the ability of that target business to become profitable.

~~None~~If we pursue a target business in the aerospace, defense or government service industries, we would be subject to a variety of additional risks that may negatively impact our operations.

70 Business combinations with companies in the aerospace, defense or government service sectors, entail special considerations and risks. If we are successful in completing a business combination with such a target business, we may be subject to, and possibly adversely affected by, the following risks:

~~Item~~● ~~9A.~~An ~~Controls~~inability ~~and~~to ~~Procedures.~~compete effectively in a highly competitive environment with many incumbents having substantially greater resources;

~~Evaluation of Disclosure Controls and Procedures~~40

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

~~Under the~~● ~~supervision~~An ~~and~~inability with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to bemanage ~~disclosed~~rapid ~~by us in reports filed under the Exchange Act is recorded~~change, ~~processed,~~increasing ~~summarized~~customer ~~and~~expectations ~~reported within the time periods specified in the SEC’s rules~~ and ~~forms.~~growth;

~~Management’s Report~~● A reliance on ~~Internal~~proprietary ~~Control~~technology ~~Over~~to ~~Financial~~provide ~~Reporting~~services and to manage our operations, and the failure of this technology to operate effectively, or our failure to use such technology effectively;

~~This Annual~~● ~~Report~~An oninability ~~Form 10-K~~to ~~does~~deal ~~not~~with ~~include~~our ~~a report of management~~customers’s ~~assessment~~privacy regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.concerns;

~~Changes in~~● ~~Internal~~An ~~Control~~inability ~~over~~to ~~Financial~~attract ~~Reporting~~and retain customers;

~~For the~~● ~~quarter~~An ~~ended~~inability ~~December 31,~~to ~~2020~~license ~~covered~~or byenforce ~~this~~intellectual ~~Annual~~property ~~Report~~rights on ~~Form 10-K,~~which ~~there has been no change in~~ our ~~internal control~~business ~~over~~may ~~financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~depend;

~~Item~~● ~~9B.~~Any ~~Other~~significant ~~Information.~~disruption in our computer systems or those of third parties that we would utilize in our operations;

~~None.~~● Potential liability for negligence, copyright, or trademark infringement or other claims based on the nature and content of materials that we may distribute;

71 ● Disruption or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events;

~~PART III~~● An inability to obtain necessary hardware, software and operational support;

~~Item~~● ~~10.~~Reliance ~~Directors,~~on ~~Executive~~third-party ~~Officers~~vendors ~~and~~or ~~Corporate~~service ~~Governance.~~providers;

~~Directors~~ ● Our business may be subject to extensive government regulations in the markets in which we will operate, any of which may be difficult and ~~Executive~~expensive ~~Officers~~to comply with; for instance, if we were to contact with the U.S. government, such regulations would include extensive procurement regulations applicable to sales to the U.S. government, export-import control, security, contract pricing and costs, and product integrity requirements, and changes to those regulations could increase our costs; foreign governments with whom we contact may have similar, or more onerous regulations, changes to which could also increase our costs;

~~Our current~~● ~~directors~~If we contract with the any particular government, including the U.S. government, such government may modify, curtail or terminate one or more of our contracts, and ~~executive~~changes ~~officers~~in ~~are~~such asgovernment’s ~~follows:~~spending and priorities could impact our financial position, results of operations and overall business; and

Name	Age	Position
John A. Thain	65	Chairman of the Board and Director
Philip A. Cooper	69	Chief Financial Officer and Director
Charles G. Bridge, Jr.	54	Chief Financial Officer and Secretary
Stuart W. Holliday	55	Director
Capricia P. Marshall	56	Director
Michael E. Roemer	58	Director

●

U.S. government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency and various agency Inspectors General, routinely audit and investigate government contractors, and foreign governments with whom we contract may have similar processes to audit and investigate their government contractors.

~~John A.~~Any ~~Thain has been our Chairman~~ of the ~~Board~~foregoing ~~since~~could ~~August 2020~~have ~~and~~an isadverse aimpact ~~co-founder~~on ofour ~~Pine~~operations ~~Island~~following ~~Capital~~a ~~Partners and~~business ~~is the Chairman of the firm’s Investment Committee~~combination. ~~Mr. Thain~~However, ~~has~~our ~~40 years~~efforts ~~of experience~~ in ~~the~~identifying ~~financial services~~prospective ~~sector~~target ~~and~~businesses ~~has~~will ~~held~~not ~~multiple~~be ~~senior~~limited ~~leadership positions at some of the world’s largest financial institutions. Most recently, from 2010~~ to ~~2016, he served as CEO and Chairman of CIT Group where he successfully led~~ the ~~firm out of bankruptcy protection~~aerospace, ~~lowered~~defense ~~the~~or ~~firm’s~~government ~~funding~~service ~~costs, improved returns and grew CIT substantially~~sectors. ~~Prior to CIT~~Accordingly, ~~Mr. Thain was~~if ~~the~~we ~~last~~acquire ~~CEO~~a ~~and~~target ~~Chairman~~business ofin ~~Merrill~~another ~~Lynch & Co.~~industry, ~~Inc.~~these ~~before~~risks ~~orchestrating~~will alikely ~~sale~~not toaffect ~~Bank~~us ofand ~~America~~we atwill ~~the~~be ~~height~~subject ~~of the~~to ~~financial~~other ~~crisis.~~risks Heattendant ~~was also CEO of the New York Stock Exchange, where he led the NYSE through successful mergers~~ with ~~Archipelago Holdings and Euronext to create~~ the ~~world’s~~specific ~~largest~~industry ~~and~~in ~~most~~which ~~liquid~~we ~~exchange~~operate ~~group,~~or ~~and~~target ~~spent~~business ~~nearly~~which ~~25 years~~we ~~at Goldman Sachs~~acquire, ~~where~~none ~~he served as President, Co-COO, CFO, and Head~~ of ~~Operations,~~which ~~Technology~~can ~~and~~be ~~Finance.~~presently Mrascertained. Thain currently serves as a member of the board of directors at Uber Technologies and as a member of the Supervisory Board of Deutsche Bank AG. He earned his BS from MIT and an MBA from Harvard Business School. Mr. Thain’s role at Pine Island Capital Partners and his previous experience provides our board of directors with financial expertise.

Philip A. Cooper has been our Chief Executive Officer and a director since August 2020 and is a co-founder and managing partner of Pine Island Capital Partners. Mr. Cooper has over 40 years of experience in private equity as an entrepreneur, principal investor, fund investor, and secondary investor. Mr. Cooper was previously a Partner at Goldman Sachs, where he helped conceive, found and lead the Goldman Sachs Private Equity Group and, as chief investment officer, oversaw hundreds of investments in companies, funds and secondaries. He implemented innovative portfolio construction and risk control methods for private equity, direct, and secondary investing funds, and designed and managed the Vintage Funds — one of the industry’s largest secondary funds. While at Goldman Sachs, Mr. Cooper served on the Goldman Sachs Asset Management Risk Committee, Operating Committee, and Goldman Sachs Technology Committee. Since retiring as a Goldman Sachs Partner in 2004, Mr. Cooper has served as a Partner or Special Partner at several private equity firms and was a Senior Lecturer in private equity at MIT’s Sloan School of Business. He also served as Vice Chairman of the Forsyth Institute Investment Committee and served on the Children’s Hospital (Boston) Endowment Investment Committee. Mr. Cooper earned his BA from Syracuse University and an MBA from MIT, where he was an Alfred Sloan Fellow. Mr. Cooper’s role at Pine Island Capital Partners and his previous experience provides our board of directors with financial expertise.41

~~Charles G.~~Table ~~Bridge, Jr. has been our Chief Financial Officer and Secretary since August 2020. Mr. Bridge has 30 years~~ of broad experience and knowledge in finance, private equity, fund administration and compliance, having served in executive positions for venture capital and private equity partnerships, fund of funds and operating companies. Mr. Bridge gained his private equity experience as both a General Partner and CFO. He began his private equity career in 2000 at Boston Capital Ventures, which specialized in emerging growth and information technologies investing. Following Boston Capital Ventures, in 2003, Mr. Bridge helped found Brooke Private Equity Associates, growing the firm meaningfully. After Brooke Private Equity, Mr. Bridge served as CFO of MPM Capital from September 2010 to October 2011. Most recently, Mr. Bridge served as CFO of WAVE Equity Partners from 2011 through August 2020. Mr. Bridge also owns Godding Capital, LLC, a family office founded in 2018. Mr. Bridge holds an MBA from Northeastern University and a BS in Business Administration from the University of Maine.Contents

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

~~Ambassador Stuart~~We W.may ~~Holliday has~~engage ~~agreed~~the tounderwriters ~~serve~~or onone ~~our board~~ of ~~directors.~~their ~~Ambassador~~respective ~~Holliday~~affiliates ~~joined~~to ~~the~~provide ~~Pine~~additional ~~Island~~services ~~Capital Partners~~to ~~team~~us inafter ~~2018~~the ~~and~~Initial ~~served~~Public asOffering, ~~U.S.~~including, ~~Ambassador~~ for ~~Special~~example, ~~Political~~identifying ~~Affairs~~potential attargets, ~~the~~providing ~~United~~financial ~~Nations~~advisory ~~and~~services, ~~Coordinator~~acting ~~(Assistant Secretary)~~as ofa ~~the~~placement ~~U.S.~~agent ~~International~~in ~~Information~~a ~~Programs.~~private ~~Previously,~~offering ~~Ambassador~~or ~~Holliday~~arranging ~~was~~debt ~~Special~~financing. ~~Assistant~~We tomay ~~the~~pay ~~President at~~ the ~~White~~underwriters ~~House~~or ~~coordinating~~their ~~all~~respective ~~executive~~affiliates ~~branch~~fair ~~appointments in foreign policy, defense national security~~ and ~~intelligence, and~~reasonable ~~homeland~~fees ~~security.~~or Heother ~~also~~compensation ~~served~~that aswould ~~Policy~~be ~~Advisor~~determined toat ~~then~~that ~~Governor~~time ofin ~~Texas~~an onarm’s ~~economic~~length ~~development, international trade, technology and military issues~~negotiation. ~~Since~~The ~~2006,~~underwriters ~~Ambassador~~are ~~Holliday~~also ~~has~~entitled ~~served~~to asreceive ~~President~~deferred ~~and~~commissions ~~CEO of Meridian International Center, a leading non-partisan institution~~ that ~~seeks~~are toconditioned ~~advance~~on ~~global~~the ~~security~~completion ~~and~~of ~~prosperity~~an ~~through~~initial ~~effective~~business ~~leadership and diplomacy~~combination. ~~Ambassador~~ ~~Holliday~~The ~~also~~fact ~~served~~that ~~as an intelligence officer in~~ the ~~U.S.~~underwriters ~~Navy~~or ~~during~~their ~~Operation~~respective ~~Desert~~affiliates’ ~~Storm~~financial ~~and~~interests isare atied ~~regular contributor~~ to ~~CNN~~the ~~and~~consummation ~~Fox~~of ~~News. Ambassador Holliday earned~~ a ~~BSFS~~business ~~from~~combination ~~Georgetown~~transaction ~~University~~may ~~and~~give arise ~~master’s~~to ~~degree~~potential ~~from~~conflicts ~~the London School~~ of ~~Economics.~~interest ~~Ambassador~~in ~~Holliday’s~~providing ~~government~~any ~~service~~such ~~and~~additional ~~expertise~~services into ~~global~~us, ~~security~~including ~~will~~potential ~~give~~conflicts ~~our~~of ~~board~~interest ofin ~~directors insight~~connection ~~into~~with the ~~industries~~sourcing inand ~~which~~consummation weof ~~seek~~an toinitial ~~acquire a target~~ business combination.

~~Ambassador Capricia P.~~Risks ~~Marshall has~~Related ~~agreed~~ to ~~serve~~Ownership ~~on our board~~ of ~~directors.~~Our Ms. Marshall joined the Pine Island Capital Partners team in 2018 and previously served as Chief of Protocol of the United States from 2009 to 2013, setting the stage for diplomacy at the highest levels. From 1997 to 2001, Ms. Marshall also served as Deputy Assistant to the President and White House Social Secretary. Ms. Marshall’s book on cultural diplomacy was published in 2020 by Harper Collins division ECCO, advising readers on the use of protocol as a tool for leveraging influence. Ms. Marshall currently serves as Ambassador-in-Residence at the Atlantic Council in Washington, DC and as President of Global Engagement Strategies, which advises international public and private clients on issues relating to the nexus of business and politics. Ms. Marshall is also on the Case Western University International Advisory Board, the Boards of Trustees for the Blair House Restoration Fund and the Sibley Memorial Hospital, and is a member of the Council of American Ambassadors. Ms. Marshall earned her BA from Purdue University and a JD from Case Western Reserve University School of Law. Ms. Marshall’s experience in international diplomacy will give our board of directors insight into the industries in which we seek to acquire a target business. Securities

~~Michael E.~~The ~~Roemer has~~securities ~~agreed~~in towhich ~~serve~~we oninvest ~~our board of directors. Mr. Roemer previously served as Chief Compliance Officer for Wells Fargo from January 2018 through August 2020. Prior to joining Wells Fargo, Mr. Roemer was~~ the ~~group~~proceeds ~~head of~~held ~~compliance at Barclays PLC~~ in ~~London,~~the ~~United~~trust ~~Kingdom~~account ~~from~~could ~~2014~~bear ~~through 2017. He was~~ a ~~member~~negative ofrate ~~the executive committee and also served as the co-chair~~ of ~~Barclays’ executive diversity and inclusion committee. Mr Roemer was the Chief Internal Audit Executive at Barclays from 2012 through 2013. Prior to his time at Barclays~~interest, ~~Mr. Roemer~~which ~~served~~could asreduce ~~chief auditor at CIT Group Inc., reporting directly to~~ the ~~board~~interest ~~audit~~income ~~committee~~available ~~with global responsibility~~ for ~~the~~payment internal audit function. Prior to CIT Group, he was the chief audit executive at AIG from 2005 to 2009. Prior to AIG, he spent 23 years at JP Morgan Chase and its predecessor organizations. Mr. Roemer serves on the board of ~~directors~~taxes ofor ~~the~~reduce ~~Ronald McDonald House of New York and is~~ the ~~audit~~value ~~committee chair. Previously, he served on the advisory board~~ of ~~Make-A-Wish Foundation of Metro New York and was their audit committee chair. He also served on~~ the ~~audit~~assets ~~committee~~held ~~of the Roman Catholic Diocese of Rockville Centre~~ in ~~New~~trust ~~York.~~such ~~Mr. Roemer earned~~that ~~his~~the ~~bachelor’s~~per ~~degree~~share inredemption ~~accounting~~amount ~~from~~received ~~St.~~by ~~John’s~~public ~~University,~~stockholders ~~and~~may hebe ~~completed~~less ~~the~~than ~~Tuck Executive Program at the Tuck School of Dartmouth College~~$10.00 ~~Mr. Roemer’s~~per ~~experience leading internal audit and compliance functions at large multi-national institutions will give our board of directors insight into financial, accounting and auditing matters~~share.

~~Number~~ The net proceeds of the Initial Public Offering and ~~Terms~~certain proceeds from the sale of ~~Office~~the private placement warrants are held in an interest-bearing trust account. The proceeds held in the trust account may only be invested in direct U.S. government securities with a maturity of ~~Officers~~185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and ~~Directors~~Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public stockholders are entitled to receive their share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $218,838,800 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

~~Our board~~You ofwill ~~directors~~not ~~consists~~have ofany ~~five~~rights ~~members~~or ~~and~~interests ~~is divided into three classes, with only one class of directors being elected~~ in ~~each~~funds ~~year,~~from ~~and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with~~ the ~~NYSE~~trust ~~corporate governance requirements~~account, weexcept ~~are~~under ~~not~~certain ~~required~~limited ~~to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE~~circumstances. ~~The~~To ~~term~~liquidate ofyour ~~office of the first class of directors~~investment, ~~consisting~~ ~~of Stuart W. Holliday and Capricia P. Marshall~~therefore, ~~will~~you ~~expire~~may atbe ~~our~~forced ~~first~~to ~~annual~~sell ~~meeting~~your ofpublic ~~stockholders. The~~shares ~~term~~or ~~of office of the second class of directors~~warrants, ~~consisting~~potentially ~~of Michael E. Roemer, will expire~~ at ~~the~~a ~~second annual meeting of stockholders~~loss. The term of office of the third class of directors, consisting of John A. Thain and Philip A. Cooper, will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

73Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination prior to November 19, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our public shares if we do not complete an initial business combination prior to November 19, 2022 or during any Extension Period, subject to applicable law. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.42

~~Pursuant to~~Table ~~an agreement entered into concurrently with the initial public offering, our sponsor, upon consummation~~ of ~~an initial business combination, will be entitled to nominate three individuals for election to our board of directors.~~Contents

~~Our officers~~The ~~are~~NYSE ~~appointed~~may bydelist ~~the~~our ~~board~~securities offrom ~~directors~~trading ~~and~~on ~~serve~~its atexchange, ~~the~~which ~~discretion~~could oflimit ~~the~~investors’ ~~board~~ability ~~of directors. Our board of directors is authorized~~ to ~~appoint~~make ~~persons~~transactions ~~to the offices set forth~~ in our ~~bylaws~~securities as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and ~~such~~subject ~~other~~us ~~offices~~to asadditional ~~may~~trading ~~be determined by the board of directors~~restrictions.

~~Code~~ Our securities are listed on the NYSE. We cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity and a minimum number of ~~Ethics~~holders of our securities. On May 25, 2021, we received written notice from the NYSE indicating that we were not compliant with Section 802.01E of the NYSE Listed Company Manual, relating to our delay in filing our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. We subsequently regained compliance by filing such Quarterly Report on Form 10-Q, before the NYSE’s six month compliance deadline, on July 1, 2021. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our stock price would generally be required to be at least $4.00 per share. We cannot assure you that we will be able to meet those initial listing requirements at that time. If the NYSE 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:

~~We adopted~~● a ~~code~~limited ofavailability ethics applicable to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of ~~Business Conduct~~market ~~and~~quotations ~~Ethics~~for ~~is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. A copy of the Code of Ethics will be provided without charge upon request from us, and will be posted on~~ our ~~website. We intend to disclose any legally required amendments to, or waivers of, provisions of our Code of Ethics on our website.~~securities;

~~Corporate Governance~~● reduced liquidity for our securities;

~~Audit Committee~~● a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A 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;

~~Our audit~~● ~~committee~~a ~~consists~~limited ofamount ~~Stuart W. Holliday, Capricia P. Marshall and Michael E. Roemer, all~~ of ~~whom~~news ~~are independent. Each member of the audit committee is financially literate~~ and ~~our~~analyst ~~board~~coverage; ~~of directors has determined that Michael E. Roemer qualifies as an “audit committee financial expert” as defined in applicable SEC rules.~~and

~~The audit~~● ~~committee~~a isdecreased ~~responsible~~ability ~~for:~~to issue additional securities or obtain additional financing in the future.

•The ~~assisting~~National ~~board~~Securities ~~oversight~~Markets Improvement Act of ~~(1)~~1996, which is a federal statute, prevents or preempts the ~~integrity~~states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our ~~financial~~units ~~statements,~~and ~~(2)~~our Class A common stock and warrants are listed on the NYSE, our ~~compliance~~units, ~~with~~Class A ~~legal~~common stock and ~~regulatory~~warrants ~~requirements~~are covered securities. Although the states are preempted from regulating the sale of our securities, ~~(3)~~the federal statute does allow the ~~independent~~states ~~registered~~to ~~public~~investigate ~~accounting~~companies ~~firm’s~~if ~~qualifications~~there is a suspicion of fraud, and, ~~independence~~if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and ~~(4)~~might use these powers, or threaten to use these powers, to hinder the ~~performance~~sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our ~~internal~~securities ~~audit~~would ~~function~~not be covered securities and ~~the~~we ~~independent~~would ~~registered~~be ~~public~~subject ~~accounting~~to ~~firm;~~regulation in each state in which we offer our securities, including in connection with our initial business combination.

•If ~~the~~we ~~appointment,~~have ~~compensation,~~not ~~retention~~completed an initial business combination prior to November 19, ~~replacement~~2022, ~~and~~our ~~oversight~~public ofstockholders ~~the~~may ~~work~~be offorced ~~the~~to ~~independent~~wait ~~registered~~beyond ~~public~~such ~~accounting~~24 months ~~firm~~before ~~engaged~~redemption byfrom ~~us;~~our trust account.

•If ~~pre-approving~~we ~~all~~have ~~audit~~not completed an initial business combination prior to November 19, 2022 or during any Extension Period, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and ~~permitted~~not ~~non-audit~~previously ~~services~~released to us to pay taxes (less up to $100,000 of the interest to pay dissolution expenses), will be ~~provided~~used byto fund the ~~independent~~redemption ~~registered~~of our public ~~accounting~~shares, ~~firm~~as ~~engaged~~further described herein. Any redemption of public stockholders from the trust account will be effected automatically by ~~us,~~function of our amended and ~~establishing~~restated ~~pre~~certificate of incorporation prior to any voluntary winding up. If we are required to wind-~~approval~~up, ~~policies~~liquidate the trust account and ~~procedures;~~distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, investors may be forced to wait beyond 24 months from the closing of the Initial Public Offering or the expiration of any Extension Period before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption of public shares or liquidation unless we complete our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial business combination.

74 43

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

•Holders ~~setting~~of ~~clear~~Class A ~~policies~~common ~~for~~stock ~~audit~~will ~~partner~~not ~~rotation~~be inentitled ~~compliance~~to ~~with~~vote ~~applicable~~on ~~laws~~any ~~and~~election ~~regulations;~~of directors we hold prior to our initial business combination.

•Prior ~~obtaining~~to ~~and~~our ~~reviewing~~initial abusiness ~~report~~combination, atonly ~~least~~holders ~~annually,~~of ~~from~~our ~~the~~founder ~~independent~~shares ~~registered~~will ~~public~~have ~~accounting firm describing (i)~~ the ~~independent~~right ~~registered~~to ~~public~~vote ~~accounting~~on ~~firm’s~~the ~~internal~~election ~~quality-control~~of ~~procedures,~~directors. ~~(ii)~~Holders ~~any~~of ~~material~~our ~~issues~~public ~~raised~~shares bywill ~~the~~not ~~most~~be ~~recent~~entitled ~~internal~~to ~~quality-control~~vote ~~review,~~on orthe ~~peer~~election ~~review,~~ of ~~the~~directors ~~audit~~during ~~firm,~~such ortime. byIn ~~any~~addition, ~~inquiry~~prior orto ~~investigation~~the bycompletion ~~governmental~~of oran ~~professional~~initial ~~authorities~~business ~~within~~combination, ~~the~~holders ~~preceding~~of ~~five~~a ~~years~~majority ~~respecting~~of ~~one~~our orfounder ~~more~~shares ~~independent~~may ~~audits~~remove ~~carried~~a ~~out~~member byof the ~~firm~~board ~~and~~of ~~any~~directors ~~steps~~for ~~taken~~any toreason. ~~deal~~Accordingly, ~~with~~you ~~such~~may ~~issues~~not ~~and~~have ~~(iii)~~any ~~all~~say ~~relationships~~in ~~between~~ the ~~independent~~management ~~registered~~of ~~public~~our ~~accounting~~company ~~firm~~prior ~~and us~~ to ~~assess~~ the ~~independent~~consummation ~~registered~~of ~~public~~an ~~accounting~~initial ~~firm’s~~business ~~independence;~~combination.

•We ~~meeting~~are tonot ~~review~~registering ~~and~~the ~~discuss~~shares ~~our~~of ~~annual~~Class A ~~audited~~common ~~financial~~stock ~~statements~~issuable ~~and~~upon ~~quarterly~~exercise ~~financial~~of ~~statements~~the ~~with~~warrants ~~management~~under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the ~~independent~~issuance of the shares upon exercise of warrants is not registered, ~~public~~qualified ~~accounting~~or ~~firm~~exempt from registration or qualification, ~~including~~the ~~reviewing~~holder ~~our~~of ~~specific~~such ~~disclosures~~warrant ~~under~~will ~~“Management’s~~not ~~Discussion~~be ~~and~~entitled ~~Analysis~~to ofexercise ~~Financial~~such ~~Condition~~warrant and ~~Results~~such ofwarrant ~~Operations”;~~may have no value and expire worthless.

•We ~~reviewing~~are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, 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 commercially reasonable efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and ~~approving~~thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants 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 ~~related~~facts ~~party~~or ~~transaction~~events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of shares of our Class A common stock that you will receive upon cashless exercise will be ~~disclosed~~based ~~pursuant~~on a formula subject to ~~Item~~a ~~404~~maximum number of ~~Regulation~~shares ~~S-K~~equal ~~promulgated~~to by0.361 shares of our Class A common stock per warrant (subject to adjustment). 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 ~~SEC~~issuance ~~prior~~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 state registration is available. If that exemption, or another exemption, is not available, holders will not be able to usexercise ~~entering~~their ~~into~~warrants on a cashless basis. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such ~~transaction;~~warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

•The ~~reviewing~~warrants ~~with~~may ~~management,~~become ~~the~~exercisable ~~independent~~and ~~registered~~redeemable ~~public~~for ~~accounting~~a ~~firm,~~security ~~and~~other ~~our~~than ~~legal~~the ~~advisors,~~shares asof ~~appropriate,~~Class A ~~any~~common ~~legal~~stock, ~~regulatory~~and oryou ~~compliance~~will ~~matters,~~not ~~including~~have any ~~correspondence~~information ~~with regulators or government agencies and any employee complaints or published reports that raise material issues~~ regarding ~~our~~such ~~financial~~other ~~statements~~security orat ~~accounting~~this ~~policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities~~time.

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

Our nominating and corporate governance committee consists of Stuart W. Holliday, Capricia P. Marshall and Michael E. Roemer, each of whom is an independent director under the NYSE’s listing standards. We adopted a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including:44

•Table ~~identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board~~ of ~~directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;~~Contents

•If ~~developing~~you ~~and~~exercise ~~recommending~~your topublic ~~the~~warrants ~~board~~on ofa ~~directors~~“cashless ~~and~~basis,” ~~overseeing~~you ~~implementation~~will receive fewer shares of ~~our~~Class A ~~corporate~~common ~~governance~~stock ~~guidelines;~~from such exercise than if you were to exercise such warrants for cash.

•There ~~coordinating~~are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and ~~overseeing~~during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the ~~annual~~exemption ~~self-evaluation~~provided by Section 3(a)(9) of the ~~board~~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. Third, if we call the public warrants for redemption under certain circumstances, warrant holders will be able to exercise their warrants on a cashless basis prior

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