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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

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

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

For the transition period from ~~_____________~~ to ~~________________~~

Commission file number: 001-41206

Viscogliosi Brothers Acquisition Corp. (Exact name of registrant as specified in its charter)

~~(Exact name of registrant as specified in its charter)~~

Delaware		85-404420
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

505 Park Avenue, 14th Floor New York, NY		10022
Delaware		85-404420
(Address of principal executive offices)		(Zip Code)
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

~~Registrant’s telephone number, including area code: (212) 583-9700~~

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

505 Park Avenue, 14th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 583-9700

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units, each consisting of one share of common stock and one redeemable warrant to acquire one share of Common Stock	VBOCU	The Nasdaq Global Market LLC
Warrants included as part of the units	VBOCW	The Nasdaq Global Market LLC
Common stock, par value $0.0001 per share	VBOC	The Nasdaq Global Market LLC

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No ¨☐

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

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

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

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~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness of~~new ~~its~~or ~~internal~~revised ~~control~~financial ~~over~~accounting ~~financial~~standards ~~reporting~~provided ~~under~~pursuant ~~Section~~to ~~404~~Section 13(ba) of the ~~Sarbanes-Oxley~~Exchange 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 ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule 12b-2~~its management’s assessment of the ~~Exchange~~effectiveness ~~Act~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U. ~~Yes~~S.C. x7262(b)) Noby ¨the registered public accounting firm that prepared or issued its audit report. ☐

~~The~~If ~~number~~securities ofare ~~shares~~registered ~~outstanding~~pursuant ofto ~~the~~Section ~~Registrant’s common~~12(b) ~~stock as~~ of ~~April~~the 14Act, ~~2022~~indicate ~~was~~by ~~20,793,750~~check ~~including~~mark ~~shares~~whether the financial statements of ~~common~~the ~~stock~~registrant ~~underlying~~included in the ~~units~~filing ~~and~~reflect ~~warrants,~~the ~~$0.0001~~correction ~~par value~~of ~~per~~an ~~share,~~error to previously issued ~~and~~financial ~~outstanding~~statements. ☐

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

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

The aggregate market value of the registrant’s common stock outstanding at June 30, 2022, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for common stock on such date, as reported on The Nasdaq Global Market LLC, was $84,956,250.

The number of shares outstanding of the Registrant’s common stock as of March 30, 2023 was 20,793,750 including shares of common stock underlying the units and warrants, $0.0001 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

VISCOGLIOSI BROTHERS ACQUISITION CORP.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, ~~2021~~2022

PART I				2
	ITEM 1.	BUSINESS		2
		ITEM 1A.	RISK FACTORS	31
		ITEM 1B.	UNRESOLVED STAFF COMMENTS	31
	ITEM 2.	PROPERTIES		31
	ITEM 3.	LEGAL PROCEEDINGS		31
	ITEM 4.	MINE SAFETY DISCLOSURES		31
PART II				32
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		32
	ITEM 6.	[RESERVED]		32
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		33
		ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		36
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		36
		ITEM 9A.	CONTROLS AND PROCEDURES	37
		ITEM 9B.	OTHER INFORMATION	37
PART III				38
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		38
	ITEM 11.	EXECUTIVE COMPENSATION		51
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		52
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		53
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		54
PART IV				54
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		54
	ITEM 16.	FORM 10-K SUMMARY		56


PART I			3
ITEM 1.	BUSINESS		3
	ITEM 1A.	RISK FACTORS	28
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	28
ITEM 2.	PROPERTIES		29
ITEM 3.	LEGAL PROCEEDINGS		29
ITEM 4.	MINE SAFETY DISCLOSURES		29
PART II			30
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		30
ITEM 6.	[RESERVED]		30
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		31
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		34
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		34
	ITEM 9A.	CONTROLS AND PROCEDURES	34
	ITEM 9B.	OTHER INFORMATION
PART III			36
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		36
ITEM 11.	EXECUTIVE COMPENSATION		47
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		48
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		49
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV			52
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		52
ITEM 16.	FORM 10-K SUMMARY		53

Table of Contents

FORWARD LOOKING STATEMENTS

~~Certain~~All statements ~~contained~~other than statements of historical fact included in this this Annual Report on Form 10-K including, ~~which~~without ~~reflect~~limitation, ~~our~~statements ~~current~~in ~~views~~this ~~with~~section ~~respect~~regarding toour ~~future~~financial ~~events~~position, business strategy and ~~financial~~the ~~performance,~~plans and ~~any~~objectives ~~other~~of ~~statements~~management ~~of a~~for future ~~or forward-looking nature~~operations, ~~constitute~~are “forward- looking statements”. ~~for~~When ~~the~~used ~~purpose~~in ofthis ~~the~~Report, ~~federal~~words ~~securities~~such ~~laws. Our~~as ~~forward-looking~~“anticipate,” ~~statements~~“believe,” ~~include~~“estimate,” ~~but~~“expect,” ~~are~~“intend” ~~not~~and ~~limited~~similar toexpressions, ~~statements~~as ~~regarding~~they ~~our~~relate to us or our management~~’s expectations~~, ~~hopes, beliefs,~~identify ~~intentions,~~forward-looking orstatements. ~~strategies~~Such ~~regarding~~forward-looking statements are based on the ~~future.~~beliefs Inof ~~addition~~our management, ~~any~~as ~~statements~~well ~~that~~as ~~refer~~assumptions tomade ~~projections~~by, ~~forecasts~~and orinformation ~~other~~currently ~~characterizations of~~available ~~future~~to, ~~events~~the orour ~~circumstances,~~management. ~~including~~Actual ~~any~~results ~~underlying~~could ~~assumptions,~~differ ~~are~~materially ~~forward-looking~~from ~~statements.~~those ~~The~~contemplated ~~words~~by ~~“anticipate,”~~ the ~~“believe,”~~forward-looking ~~“continue,”~~statements ~~“could,”~~as ~~“estimate,”~~a ~~“expect,”~~result ~~“intends,”~~ of ~~“may,”~~certain ~~“might,”~~factors ~~“plan,”~~detailed ~~“possible,”~~in ~~“potential,”~~our ~~“predict,”~~filings ~~“project,”~~ with ~~“should,”~~the ~~“will,”~~SEC. ~~“would”~~All ~~and~~subsequent ~~similar~~written ~~expressions~~or ~~may~~oral ~~identify~~ forward-looking statements, ~~but~~attributable ~~the absence~~to ofus ~~these~~or ~~words~~persons ~~does~~acting ~~not~~on ~~mean~~our ~~that~~behalf aare ~~statement~~qualified isin ~~not~~their ~~forward-looking~~entirety by this paragraph. Forward-looking statements in this ~~prospectus~~Report may include, for example, statements about:

•● our ability to complete our initial business combination;

•● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

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

•● our pool of prospective target businesses;

•● the ability of our officers and directors to generate a number of potential investment opportunities;

•● the delisting of our securities from Nasdaq or an inability to have our securities listed on Nasdaq following a business combination;

•● our public securities’ potential liquidity and trading;

•● the lack of a market for our securities; or

•● our financial performance following our initial public offering.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~PART I~~

ITEM 1. BUSINESS

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

Overview

We are a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to in this Annual Report on Form 10-K as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus our search on businesses that have their primary operations located in North America and Europe in the neuro-musculoskeletal industry.

Our Sponsor and CEO

Our sponsor is an affiliate of Viscogliosi Brothers, LLC (“VB”), a single-family office founded by Anthony, John, and Marc Viscogliosi, with extensive experience in the neuro-musculoskeletal (“NMS”) industry. VB has invested in more than 30 companies in the healthcare sector over the past two decades and has deployed a majority of its investment in the NMS industry. VB has a long history of growing venture-stage companies to global, commercialized businesses through organic expansion and strategic acquisitions. Today, these businesses have cumulative revenues exceeding $750 million.

John J. Viscogliosi, our President, Chief Executive Officer and Chairman, has more than 20 years of operating and investing experience in the NMS industry. From 2004 to 2020 he was the Chairman and Chief Executive Officer of Centinel of Centinel Spine, which he led to become the largest privately held spinal health company focused on anterior column reconstruction. In 2017, Mr. Viscogliosi led the acquisition for Centinel Spine of Prodisc from Johnson & Johnson. He subsequently repositioned the business and achieved annual double-digit revenue growth, and today the Prodisc portfolio represents over half of Centinel Spine’s total sales. In addition, Mr. Viscogliosi successfully doubled Centinel Spine’s surgeon and distributor bases and expanded the company’s global reach to 21 geographic markets. He also helped expand the patient population receiving lumbar total disc replacements and improved the company’s private insurer reimbursement coverage by adding nearly 30 million covered lives. In addition, Mr. Viscogliosi led the creation of the Patient Education Program, which leveraged key athletic ambassadors to increase patients’ spine knowledge and their awareness of resources available to relieve spine-related pain. He also organized a regulatory strategy to submit three FDA PMA (Premarket Approval) supplements for cervical Prodisc, expanding the company’s product portfolio to establish the market-leading cervical and lumbar total disc replacement platform. Mr. Viscogliosi further oversaw the development and execution of the 2-level Prodisc SK and VIVO clinical trial, to further expand the clinical data relating to the Prodisc product portfolio.

Mr. Viscogliosi is a founding member, and since 1999 has been a principal, of Viscogliosi Bros, LLC. In addition, since July 2020, he has been the Executive Chairman of VB EnviroCare. He previously co-founded multiple NMS businesses, including Paradigm Spine, LLC, Small Bone Innovations, Inc., Knee Creations, LLC, Musculoskeletal Clinical Regulatory Advisers, LLC and Spine Solutions, Inc. Mr. Viscogliosi served on the Board of Directors of Small Bone Innovations, Inc. and Woven Orthopedic Technologies, LLC. Additionally, Mr. Viscogliosi was formerly on the boards of Spine Solutions, Inc. and Knee Creations, LLC, and played an integral part in the sales of those companies to Johnson & Johnson Depuy-Synthes and Zimmer Holdings, respectively.

~~Our~~Table ~~Board~~ of ~~Directors~~Contents

~~John J.~~PART Viscogliosi serves as our President, Chief Executive Officer and Chairman of our Board of Directors. In addition to Mr. Viscogliosi, we have six additional board members: F. Samuel Eberts III, Dan Drawbaugh, John N. Kastanis, Fares Zahir, Marc R. Viscogliosi and Dr. Jack E. Zigler, four of whom are independent directors.I

~~F. Samuel~~ITEM ~~Eberts III is an international legal executive with over 30 years of diverse experience in healthcare, biotechnology, and specialty consumer products industries~~1. He is the Chief Executive Officer of Darter Group LLC, a healthcare consultancy which he founded in 2013, and a Senior Lecturing Fellow at Duke University School of Law. From 2004 to 2019, Mr. Eberts was the Chief Legal Officer, Corporate Secretary and Senior Vice President of Corporate Affairs for Laboratory Corporation of America Holdings, a leading global life sciences company. Prior to his roles at LabCorp, Mr. Eberts was Vice President, Secretary, and General Counsel of Stepan Company. Before joining Stepan Company, he was Assistant General Counsel for Cardinal Health, Inc., and Associate General Counsel for Allegiance Healthcare Corporation. Prior to that time, he was Chief Counsel at Baxter International’s North American Biotech division, and Corporate Counsel in the Office of the General Counsel at Baxter International Inc. Mr. Eberts is the Chairman of the Board of Easter Seals UCP of North Carolina and Virginia, Chairman of the Board of Synergy VetPet, Inc. and a Board member of Duo Technologies, LLC. He is also a member of the Board of Trustees for Endicott College and the Wilson Council of the Woodrow Wilson International Center for Scholars. Mr. Eberts has previously served as Director and Member of the Investment Committee of MedCap Growth Equity Funds and as Board Member of the Alamance Community College Foundation. Mr. Eberts received his Bachelor of Science in Political Science at Loyola University of Chicago and later obtained his J.D. from Boston University School of Law.BUSINESS

~~Dan Drawbaugh is~~In ~~the~~this ~~Chief~~Annual ~~Executive~~Report ~~Officer~~on ofForm ~~The~~10-K ~~Steadman Clinic~~ (TSC) and Steadman Philippon Research Institute (SPRI) in Vail, Colorado. As CEO since 2015, Mr. Drawbaugh leads a team of talented physicians, researchers, scientists, and administrators who make TSC and SPRI one of the ~~most~~“Form ~~sought~~10-~~after orthopaedic sports medicine destination centers in the world. Mr. Drawbaugh strategically expanded the organization’s partnerships with Varsity Healthcare Partners~~K”), ~~Vail~~references ~~Health, Aspen Valley Hospital and a variety of technology companies,~~ to ~~continue advancing~~ the ~~organization’s~~“Company” ~~global prominence in sports~~ and ~~orthopaedic~~to medicine through investments in research capabilities and new scientific laboratories. Mr. Drawbaugh is a proven leader and innovator in healthcare information technology with over 30 years of experience in the areas of information and biomedical technologies. Mr. Drawbaugh joined TSC and SPRI in 2015 from the University of Pittsburgh Medical Center“we,” where he held the position of Chief Information Officer and other positions for 31 years. Mr. Drawbaugh currently serves as a board member at MJP Innovations and has previously served on the Boards of Directors/Advisors of Oracle“us, ~~IBM,~~” ~~Verizon Wireless, GENCO (now FedEx), Vestar Capital Partners, dbMotion~~ and ~~Omnyx.~~“our” ~~Mr. Drawbaugh~~refer ~~earned~~to ~~his~~Viscogliosi ~~bachelor’s~~Brothers ~~degree~~Acquisition ~~in biomedical and electrical engineering technology from Temple University and his MBA from Duquesne University~~Corp.

John N. Kastanis, MBA, FACHE, is an accomplished health systems executive with significant experience leading and teaching in high acute, tertiary-care, quaternary-care and specialty hospitals. His core expertise is in strategic planning, governance, fund development and academic medicine, while also managing large Medicaid and Medicare patient populations. Mr. Kastanis has a proven record of success with financial turnarounds, mergers, corporate restructurings, integrated delivery network development, labor-management negotiations and performance improvement. As President and CEO of University Hospital, Newark, NJ from 2016 to 2018, Mr. Kastanis led the state’s primary teaching hospital and clinical research site for Rutgers New Jersey Medical School, the state’s only Northern New Jersey Level 1 Trauma Center, and the EMS 911 service for the City of Newark. Kastanis has also served from 2011 to 2016 as President and CEO at Temple University Hospital and led the Hospital for Joint Diseases Orthopedic Hospital, among several others. Since 2018 he has been the Principal & Consultant of JNK Consulting, an independent healthcare consulting practice where he has served as an Advisory Board Member for multiple companies. He has served on numerous boards and commissions including more recently with the Board of Managers of the Vizient University Health System Consortium, the New Jersey Hospital Association, the Greater Newark Healthcare Coalition, the Greater New York Hospital Association and America’s Essential Hospitals. Mr. Kastanis holds an MBA in healthcare management from Baruch College-Mount Sinai School of Medicine, a B.A. in Political Science from Queens College and is Board Certified as a Life Fellow in the American College of Healthcare Executives (LFACHE). He has also provided recent lectures to medical societies, medical ground rounds, and universities (Harvard and Arcadia) on health care reform and financial & operational turnarounds.Overview

3We are a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to in this Annual Report on Form 10-K as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus our search on businesses that have their primary operations located in North America and Europe in the neuro-musculoskeletal industry.

~~Fares Zahir,~~Our ~~CFA,~~Sponsor ~~ASA is the CEO of Xeraya Capital Sdn Bhd since January 2012. He has around 25 years of experience in the field of investments in public~~ and private equities. Mr. Zahir was previously with Khazanah Nasional Bhd, where he headed the Life Sciences Unit that formulates investment strategies and monitors the organisation's life sciences investments. Mr. Zahir also headed Khazanah's Research Unit that undertakes research work in the areas of financial capital markets, industrial organisation and economics. Fares co-founded Xeraya Capital during his tenure in Khazanah together with other team members who collectively provided key advice and guidance to the Government of Malaysia on incentivising the Malaysian private sector to invest in risk capital. Fares has been a board member of the Malaysian Technology Development Corporation (MTDC) since October 2005 and was appointed as an independent board member of the Malaysian BioEconomy Development Corporation (formerly known as Malaysian Biotechnology Corporation) in December 2011. In addition, he sits on the board of investee companies in the US, Germany and in Malaysia. From 1999 to 2005, Fares was Director, Investment Research at UBS Investment Bank where he was a key member of their top-rated Malaysian equity research team. Prior to that he was a fund manager with the Schroder Group (also a JV company of the PNB Group) where he managed the Schroder Group's institutional client portfolio after serving as an investment analyst, making investment recommendations to the Schroder Group's portfolio managers worldwide. Fares started his career in Malaysia in the actuarial department of American International Assurance Co Ltd in Kuala Lumpur. Fares holds a Bachelor of Economics degree in Actuarial Studies from Macquarie University in Australia and a Master of Applied Science in Operations Research from University Technology Sydney. He is also a Chartered Financial Analyst (CFA) and an Associate of the Society of Actuaries (ASA) of North America.CEO

~~Marc R.~~Our ~~Viscogliosi~~ sponsor is ~~one~~an ofaffiliate ~~the founders~~ of Viscogliosi Brothers, LLC ~~and is an experienced CEO~~(“VB”), ~~Venture & Private Equity Investor and Company/Industry Creator with~~ a ~~proven~~single-family ~~track~~office ~~record~~founded ofby ~~success~~Anthony, ~~over~~John, ~~the last two decades in the medical device industry. Having completed over $800 million in equity~~ and ~~debt~~Marc ~~capital raises at all levels of a company’s lifecycle, Mr.~~ Viscogliosi ~~is particularly sensitive to matching the capital needs of a business to its value inflection points~~, ~~while~~with ~~generating~~extensive ~~over~~experience ~~$2.1 billion~~ in ~~exit~~the ~~values for investor~~neuro-~~partners~~musculoskeletal ~~and~~(“NMS”) ~~stakeholders~~industry. ~~Over the last 20 years at~~ VB, ~~Mr. Viscogliosi~~ has ~~been~~invested ~~principally~~in ~~responsible~~more ~~for~~than ~~driving~~30 ~~innovation~~companies ~~identification,~~in ~~regulatory and clinical strategies of~~ the ~~portfolio~~healthcare ~~companies~~sector ~~and~~over ~~capitalization structuring optimization of~~ the ~~portfolio~~past ~~companies.~~two Asdecades ~~Founder~~ and ~~CEO~~has ofdeployed ~~Paradigm~~a ~~Spine, Mr. Viscogliosi~~majority ~~was~~of ~~responsible~~its ~~for raising approximately $80 million in institutional equity~~ investment ~~and approximately $125 million of net debt~~ in ~~execution of its value creation strategy. As Executive Chairman of Knee Creations, Mr. Viscogliosi was responsible for guiding~~ the ~~business~~NMS ~~from product concept to early commercialization and ultimately its acquisition by Zimmer Biomet for nearly 10x revenues~~industry. AsVB ~~Founder and CEO of MCRA, LLC, Mr. Viscogliosi~~ has ~~been responsible for building MCRA into~~ a ~~leading medical~~long ~~device~~history ~~regulatory~~of ~~CRO~~growing ~~with~~venture-stage ~~nearly~~companies ~~100~~to ~~professionals~~global, ~~working~~commercialized ~~with~~businesses ~~more~~through ~~than~~organic ~~150~~expansion ~~clients~~and ~~on a monthly basis to achieve its~~ strategic ~~regulatory~~ ~~and clinical objectives~~acquisitions. ~~Mr. Viscogliosi~~Today, ~~graduated~~these ~~with~~businesses ahave ~~Bachelor~~cumulative ofrevenues ~~Arts~~exceeding ~~degree~~$750 ~~from New York University with a double-major in Economics and Political Science~~million.

DrJohn J. ~~Jack E.~~ ~~Zigler~~Viscogliosi, ~~MD,~~our ~~FACS~~President, ~~FAAOS,~~Chief isExecutive anOfficer ~~orthopedic~~and ~~spine~~Chairman, ~~surgeon~~has ~~and~~more ~~from~~than ~~2008~~20 toyears ~~2018~~of ~~was~~operating ~~Medical Director~~and atinvesting ~~the~~experience ~~Texas~~in ~~Back~~the ~~Institute~~NMS ~~(TBI)~~industry. HeFrom ~~was~~2004 ~~Co-Director~~to of2020 ~~the~~he ~~Spine~~was ~~Surgery~~the ~~Fellowship~~Chairman ~~Program at TBI~~ and ~~served~~Chief asExecutive ~~Principal Investigator~~Officer orof ~~Sub-Investigator~~Centinel onof ~~approximately~~Centinel ~~twelve~~Spine, ~~FDA~~which ~~studies.~~he ~~Dr. Zigler~~led ~~previously served from 1991~~ to ~~1996~~become ~~as a Clinical Professor of Orthopedic Surgery at~~ the ~~USC~~largest ~~School~~privately ofheld ~~Medicine~~spinal ~~and~~health ~~from~~company ~~1994~~focused toon ~~1996~~anterior atcolumn ~~the UCI School of Medicine~~reconstruction. AtIn ~~that time~~2017, DrMr. ~~Zigler was~~ ~~also~~Viscogliosi ~~the~~led ~~Chief of~~ the ~~Spinal~~acquisition ~~Injury~~for ~~Service~~Centinel ~~and~~Spine ~~the Director~~ of ~~Fellowship &~~Prodisc ~~Residency~~from ~~Training~~Johnson at& ~~the Rancho Los Amigos Medical Center~~Johnson. ~~Since~~He ~~2018~~subsequently herepositioned ~~has been a member of~~ the ~~Medical~~business ~~Advisory~~and ~~Board~~achieved ofannual ~~Veritas~~double-digit ~~Health~~revenue growth, ~~International~~ ~~Society~~and ~~for~~today the ~~Advancement of~~Prodisc ~~Spine~~portfolio ~~Surgery~~represents ~~(“ISASS”),~~over ahalf ~~member~~ of ~~the~~Centinel ~~Board~~Spine’s oftotal ~~Trustees~~sales. ofIn ~~AO Spine~~addition, ~~and an Associate Editor at the SAS Journal~~Mr. ~~Dr. Zigler is~~Viscogliosi asuccessfully ~~Past~~doubled ~~President~~Centinel ofSpine’s ~~the~~surgeon ~~American~~and ~~Spinal~~distributor ~~Injury~~bases ~~Association~~ and ~~Immediate~~expanded ~~Past President of~~ the ~~International~~company’s ~~Society~~global ~~for~~reach ~~the~~to ~~Advancement of~~21 ~~Spine~~geographic ~~Surgery~~markets. He ~~has~~also ~~additionally~~helped ~~served~~expand ~~as chairman of multiple boards, including~~ the AOpatient ~~Lumbar~~population ~~Degenerative~~receiving ~~Expert~~lumbar ~~Group,~~total ~~the~~disc ~~Exhibits~~ replacements and ~~Membership~~improved ~~Committees of~~ the ~~Cervical~~company’s ~~Spine~~private ~~Research~~insurer ~~Society,~~reimbursement ~~the~~coverage ~~CSRS~~by ~~Committee~~adding onnearly ~~Patient~~30 ~~Education,~~million ~~the~~covered ~~Program Committee of the American Spinal Injury Association and the Task Force on Aging of the North American Spine Society~~lives. In addition, DrMr. ~~Zigler~~ ~~was a~~Viscogliosi ~~board~~led ~~member~~the creation of ~~Capital~~the ~~Bank,~~Patient aEducation ~~publicly traded bank based in San Juan Capistrano~~Program, ~~where~~which heleveraged ~~served~~key asathletic ~~chairman~~ambassadors ofto ~~the~~increase ~~compensation committee.~~patients’ ~~Dr. Zigler~~spine ~~has~~knowledge ~~published~~and ~~over~~their 80awareness ~~studies~~of inresources ~~the~~available ~~peer-reviewed~~to ~~scientific~~relieve ~~literature and has authored three textbooks on~~ spine-related ~~surgery~~pain. He ~~received~~also ~~multiple~~organized ~~postgraduate~~a ~~training~~regulatory ~~certificates~~strategy asto ansubmit ~~Arnold~~three ~~Fellow~~FDA inPMA ~~Spine~~(Premarket ~~Surgery~~Approval) atsupplements ~~the~~for ~~Department~~cervical ~~of Orthopedic Surgery~~Prodisc, ~~Case~~expanding ~~Western~~the ~~Reserve~~company’s ~~University~~product ~~School~~portfolio ofto ~~Medicine,~~establish athe ~~Resident~~market-leading cervical and ~~Chief~~lumbar ~~Resident~~total indisc ~~Orthopedic~~replacement ~~Surgery~~platform. atMr. ~~Mount~~Viscogliosi ~~Sinai~~further ~~School of~~oversaw ~~Medicine and Resident in Surgery at~~ the ~~Long~~development ~~Island~~and ~~Jewish — Hillside~~execution ~~Medical Center. Dr. Zigler received his Bachelor~~ of ~~Science~~the ~~(Distinction)~~2-level ~~from~~Prodisc ~~Cornell~~SK ~~University~~ and ~~later~~VIVO ~~obtained~~clinical ~~his~~trial, ~~M.D.~~to ~~(cum~~further ~~laude)~~expand ~~from~~ the ~~SUNY~~clinical ~~Upstate~~data ~~Medical~~relating ~~Center in~~to ~~Syracuse,~~the NYProdisc product portfolio.

4Mr. Viscogliosi is a founding member, and since 1999 has been a principal, of Viscogliosi Bros, LLC. In addition, since July 2020, he has been the Executive Chairman of VB EnviroCare. He previously co-founded multiple NMS businesses, including Paradigm Spine, LLC, Small Bone Innovations, Inc., Knee Creations, LLC, Musculoskeletal Clinical Regulatory Advisers, LLC and Spine Solutions, Inc. Mr. Viscogliosi served on the Board of Directors of Small Bone Innovations, Inc. and Woven Orthopedic Technologies, LLC. Additionally, Mr. Viscogliosi was formerly on the boards of Spine Solutions, Inc. and Knee Creations, LLC, and played an integral part in the sales of those companies to Johnson & Johnson Depuy-Synthes and Zimmer Holdings, respectively.

~~Acquisition~~Our ~~Strategy~~Board of Directors

~~Our~~John ~~acquisition strategy~~J. ~~will~~Viscogliosi ~~leverage~~serves as our ~~management team’s experience in operations~~President, ~~product~~Chief ~~development,~~Executive ~~technology~~Officer ~~management,~~and ~~regulatory~~Chairman ~~strategy, clinical~~of ~~trial~~our ~~development,~~Board ~~product~~of ~~positioning,~~Directors. ~~marketing~~In ~~and~~addition ~~capital raising~~ to ~~identify unique opportunities in the NMS sector~~Mr. ~~Moreover~~Viscogliosi, ~~our~~ ~~Board~~we ofhave ~~Directors~~six ~~will~~additional ~~leverage~~board ~~their~~members: ~~experience~~F. ~~and~~Samuel ~~broad~~Eberts ~~industry~~III, ~~relationships~~Dan toDrawbaugh, ~~further~~John ~~support our acquisition and evaluation process~~N. ~~Given~~Kastanis, ~~our~~Fares ~~dedicated~~Zahir, ~~approach~~Marc toR. ~~the~~Viscogliosi ~~NMS industry~~ and ~~our~~Dr. ~~significant~~Jack ~~network~~E. ~~of relationships~~Zigler, wefour ~~believe~~of wewhom are ~~well~~independent ~~positioned to identify leading potential acquisition targets~~directors.

~~Our goal is to acquire a platform company in the NMS industry that has a:~~3

·Table ~~Well-established,~~of ~~differentiated product portfolio with significant growth potential;~~Contents

·F. ~~Product~~Samuel ~~pipeline~~Eberts III is an international legal executive with over 30 years of diverse experience in healthcare, biotechnology, and specialty consumer products industries. He is the Chief Executive Officer of Darter Group LLC, a ~~consistent~~healthcare ~~cadence~~consultancy which he founded in 2013, and a Senior Lecturing Fellow at Duke University School of ~~new~~Law. ~~product~~From ~~rollouts;~~2004 to 2019, Mr. Eberts was the Chief Legal Officer, Corporate Secretary and Senior Vice President of Corporate Affairs for Laboratory Corporation of America Holdings, a leading global life sciences company. Prior to his roles at LabCorp, Mr. Eberts was Vice President, Secretary, and General Counsel of Stepan Company. Before joining Stepan Company, he was Assistant General Counsel for Cardinal Health, Inc., and Associate General Counsel for Allegiance Healthcare Corporation. Prior to that time, he was Chief Counsel at Baxter International’s North American Biotech division, and Corporate Counsel in the Office of the General Counsel at Baxter International Inc. Mr. Eberts is the Chairman of the Board of Easter Seals UCP of North Carolina and Virginia, Chairman of the Board of Synergy VetPet, Inc. and a Board member of Duo Technologies, LLC. He is also a member of the Board of Trustees for Endicott College and the Wilson Council of the Woodrow Wilson International Center for Scholars. Mr. Eberts has previously served as Director and Member of the Investment Committee of MedCap Growth Equity Funds and as Board Member of the Alamance Community College Foundation. Mr. Eberts received his Bachelor of Science in Political Science at Loyola University of Chicago and later obtained his J.D. from Boston University School of Law.

·Dan ~~Strong~~Drawbaugh ~~management~~is the Chief Executive Officer of The Steadman Clinic (TSC) and Steadman Philippon Research Institute (SPRI) in Vail, Colorado. As CEO since 2015, Mr. Drawbaugh leads a team of talented physicians, researchers, scientists, and administrators who make TSC and SPRI one of the most sought-after orthopaedic sports medicine destination centers in the world. Mr. Drawbaugh strategically expanded the organization’s partnerships with Varsity Healthcare Partners, Vail Health, Aspen Valley Hospital and a ~~shared~~variety ~~vision~~of technology companies, to ~~create~~continue advancing the organization’s global prominence in sports and orthopaedic medicine through investments in research capabilities and new scientific laboratories. Mr. Drawbaugh is a ~~dominant~~proven ~~player~~leader ~~within~~and innovator in healthcare information technology with over 30 years of experience in the ~~NMS~~areas ~~industry~~of information and biomedical technologies. Mr. Drawbaugh joined TSC and SPRI in 2015 from the ~~ability~~University toof ~~rapidly~~Pittsburgh ~~grow~~Medical Center, where he held the ~~business;~~position of Chief Information Officer and other positions for 31 years. Mr. Drawbaugh currently serves as a board member at MJP Innovations and has previously served on the Boards of Directors/Advisors of Oracle, IBM, Verizon Wireless, GENCO (now FedEx), Vestar Capital Partners, dbMotion and Omnyx. Mr. Drawbaugh earned his bachelor’s degree in biomedical and electrical engineering technology from Temple University and his MBA from Duquesne University.

·John ~~Wide~~N. ~~distributor~~Kastanis, ~~network~~MBA, FACHE, is an accomplished health systems executive with ~~potential~~significant experience leading and teaching in high acute, tertiary-care, quaternary-care and specialty hospitals. His core expertise is in strategic planning, governance, fund development and academic medicine, while also managing large Medicaid and Medicare patient populations. Mr. Kastanis has a proven record of success with financial turnarounds, mergers, corporate restructurings, integrated delivery network development, labor-management negotiations and performance improvement. As President and CEO of University Hospital, Newark, NJ from 2016 to 2018, Mr. Kastanis led the state’s primary teaching hospital and clinical research site for ~~expansion;~~Rutgers New Jersey Medical School, the state’s only Northern New Jersey Level 1 Trauma Center, and the EMS 911 service for the City of Newark. Kastanis has also served from 2011 to 2016 as President and CEO at Temple University Hospital and led the Hospital for Joint Diseases Orthopedic Hospital, among several others. Since 2018 he has been the Principal & Consultant of JNK Consulting, an independent healthcare consulting practice where he has served as an Advisory Board Member for multiple companies. He has served on numerous boards and commissions including more recently with the Board of Managers of the Vizient University Health System Consortium, the New Jersey Hospital Association, the Greater Newark Healthcare Coalition, the Greater New York Hospital Association and America’s Essential Hospitals. Mr. Kastanis holds an MBA in healthcare management from Baruch College-Mount Sinai School of Medicine, a B.A. in Political Science from Queens College and is Board Certified as a Life Fellow in the American College of Healthcare Executives (LFACHE). He has also provided recent lectures to medical societies, medical ground rounds, and universities (Harvard and Arcadia) on health care reform and financial & operational turnarounds.

~~· Diverse and loyal user base;~~4

·Table ~~Strong~~of ~~margins with visible revenue growth potential;~~Contents

·Fares Zahir, CFA, ASA is the CEO of Xeraya Capital Sdn Bhd since January 2012. He has around 25 years of experience in the field of investments in public and ~~would~~private ~~benefit~~equities. ~~from~~Mr. ~~being~~Zahir ~~publicly~~was ~~traded~~previously with Khazanah Nasional Bhd, where he headed the Life Sciences Unit that formulates investment strategies and ~~having~~monitors ~~access~~the organisation’s life sciences investments. Mr. Zahir also headed Khazanah’s Research Unit that undertakes research work in the areas of financial capital markets, industrial organisation and economics. Fares co-founded Xeraya Capital during his tenure in Khazanah together with other team members who collectively provided key advice and guidance to ~~incremental~~the ~~growth~~Government of Malaysia on incentivising the Malaysian private sector to invest in risk capital. Fares has been a board member of the Malaysian Technology Development Corporation (MTDC) since October 2005 and was appointed as an independent board member of the Malaysian BioEconomy Development Corporation (formerly known as Malaysian Biotechnology Corporation) in December 2011. In addition, he sits on the board of investee companies in the US, Germany and in Malaysia. From 1999 to 2005, Fares was Director, Investment Research at UBS Investment Bank where he was a key member of their top-rated Malaysian equity research team. Prior to that he was a fund manager with the Schroder Group (also a JV company of the PNB Group) where he managed the Schroder Group’s institutional client portfolio after serving as an investment analyst, making investment recommendations to the Schroder Group’s portfolio managers worldwide. Fares started his career in Malaysia in the actuarial department of American International Assurance Co Ltd in Kuala Lumpur. Fares holds a Bachelor of Economics degree in Actuarial Studies from Macquarie University in Australia and a Master of Applied Science in Operations Research from University Technology Sydney. He is also a Chartered Financial Analyst (CFA) and an Associate of the Society of Actuaries (ASA) of North America.

WeMarc ~~believe~~R. ~~that~~Viscogliosi is one of the founders of Viscogliosi Brothers, ~~upon~~ ~~completing~~LLC ~~our~~and ~~initial~~is ~~business~~an ~~combination~~experienced CEO, ~~our~~Venture ~~management~~& ~~team~~Private ~~will~~Equity ~~use~~Investor ~~their~~and ~~expertise~~Company/Industry inCreator ~~growing~~with a proven track record of success over the ~~business~~last ~~organically~~two ~~to help~~decades ~~expand~~in the medical device industry. Having completed over $800 million in equity and debt capital raises at all levels of a company’s ~~operations~~lifecycle, ~~and~~Mr. ~~its~~Viscogliosi ~~sales~~is ~~and~~particularly ~~distribution~~sensitive ~~channels~~to ~~following~~matching the capital needs of a business ~~combination.~~to ~~There~~its ~~will~~value ~~also be~~inflection apoints, ~~strong~~while ~~emphasis~~generating onover ~~looking~~$2.1 tobillion ~~grow~~in exit values for investor-partners and stakeholders. Over the ~~company~~last ~~through~~20 ~~further~~years ~~acquisitions~~at VB, Mr. Viscogliosi has been principally responsible for driving innovation identification, regulatory and ~~developing~~clinical strategies of the ~~company~~portfolio ascompanies aand ~~consolidator~~capitalization ~~within~~ structuring optimization of the portfolio companies. As Founder and CEO of Paradigm Spine, Mr. Viscogliosi was responsible for raising approximately $80 million in institutional equity investment and approximately $125 million of net debt in execution of its ~~industry~~value creation strategy. WeAs ~~believe~~Executive ~~that~~Chairman ~~there~~of ~~may~~Knee ~~also~~Creations, beMr. ~~opportunities~~Viscogliosi was responsible for guiding the business from product concept to ~~make~~early ~~other~~commercialization and ultimately its acquisition by Zimmer Biomet for nearly 10x revenues. As Founder and CEO of MCRA, ~~peripheral~~LLC, ~~acquisitions~~Mr. atViscogliosi ~~the~~has ~~same~~been ~~time~~responsible asfor webuilding ~~complete our~~MCRA ~~initial~~into ~~business~~a ~~combination~~leading medical device regulatory CRO with nearly 100 professionals working with more than 150 clients on a monthly basis to achieve its strategic regulatory and clinical objectives. Mr. Viscogliosi graduated with a Bachelor of Arts degree from New York University with a double-major in Economics and Political Science.

WeDr. ~~believe~~Jack anE. ~~acquisition by~~Zigler, ~~our~~MD, ~~Company~~FACS, ~~can~~FAAOS, ~~provide~~is an ~~efficient~~orthopedic ~~liquidity~~spine surgeon and ~~capital-raising~~from ~~mechanism~~2008 ~~while~~to ~~materially~~2018 ~~reducing~~was Medical Director at the ~~risks~~Texas Back Institute (TBI). He was Co-Director of the Spine Surgery Fellowship Program at TBI and ~~expenses~~served ~~associated with~~as aPrincipal ~~traditional~~Investigator ~~initial~~or ~~public~~Sub-Investigator ~~offering~~on approximately twelve FDA studies. ~~Furthermore,~~Dr. weZigler ~~believe~~previously ~~VB’s~~served ~~management~~from ~~team~~1991 isto ~~well~~1996 ~~known~~as a Clinical Professor of Orthopedic Surgery at the USC School of Medicine and from 1994 to 1996 at the UCI School of Medicine. At that time, Dr. Zigler was also the Chief of the Spinal Injury Service and ~~respected~~the ~~by,~~Director of Fellowship & Residency Training at the ~~founders~~ Rancho Los Amigos Medical Center. Since 2018 he has been a member of the Medical Advisory Board of Veritas Health, ~~management~~International Society for the Advancement of Spine Surgery (“ISASS”), ~~and~~a ~~stockholders~~member of ~~private~~the ~~medical~~Board ~~technology~~of ~~companies~~Trustees of AO Spine, and ~~that~~an ~~our~~Associate ~~leadership’s~~Editor ~~reputations~~at ~~will~~the beSAS Journal. Dr. Zigler is a ~~competitive~~ ~~advantage~~Past inPresident ~~attracting~~of ~~high~~the ~~quality~~American ~~targets~~Spinal Injury Association and Immediate Past President of the International Society for ~~our~~the ~~business~~Advancement ~~combination~~of Spine Surgery. ~~The~~He VBhas ~~management~~additionally ~~team~~served as chairman of multiple boards, including the AO Lumbar Degenerative Expert Group, the Exhibits and ~~Board~~Membership Committees of ~~Directors have~~the ~~extensive~~Cervical ~~operating~~Spine Research Society, the CSRS Committee on Patient Education, the Program Committee of the American Spinal Injury Association and ~~transaction~~the ~~experience~~Task inForce on Aging of the ~~medical~~North ~~technology~~American ~~sector~~Spine asSociety. ~~managers~~In addition, ~~investors~~Dr. Zigler was a board member of Capital Bank, ~~acquirors~~a ~~and~~publicly ~~sellers~~traded bank based in San Juan Capistrano, where he served as chairman of the compensation committee. ~~We intend~~Dr. toZigler ~~leverage~~has ~~this~~published ~~experience~~over 80 studies in the peer-reviewed scientific literature and ~~our~~has ~~networks~~authored tothree ~~identify~~textbooks on spine surgery. He received multiple postgraduate training certificates as an Arnold Fellow in Spine Surgery at the Department of Orthopedic Surgery, Case Western Reserve University School of Medicine, a ~~target~~Resident ~~company~~and Chief Resident in Orthopedic Surgery at Mount Sinai School of Medicine and toResident ~~deliver~~in ~~operational~~Surgery at the Long Island Jewish — Hillside Medical Center. Dr. Zigler received his Bachelor of Science (Distinction) from Cornell University and ~~economic~~later ~~benefit~~obtained his M.D. (cum laude) from a ~~business~~the ~~combination~~SUNY Upstate Medical Center in Syracuse, NY.

~~Competitive~~Table ~~Differentiation~~of Contents

~~Our~~Acquisition focus is to create attractive risk adjusted returns for our stockholders, focusing on limiting technology risk by pursuing clinically proven, innovative technologies executing a differentiated operational, clinical and regulatory strategy. We believe that our team members have proven their ability to commercialize transformational technologies into market disrupting business leaders. We intend to capitalize on our ability to use the following differentiation factors to our advantage:Strategy

~~VB’s~~Our ~~extensive ecosystem~~acquisition ~~network~~strategy ofwill ~~relationships~~leverage ~~provides~~our usmanagement ~~with~~team’s ~~early~~experience ~~access~~in tooperations, ~~top~~product ~~quality~~development, ~~deals.~~technology ~~VB’s~~management, ~~ecosystem~~regulatory ~~network~~strategy, ~~includes~~clinical ~~sponsors~~trial development, ~~our~~ ~~investor~~product ~~network~~positioning, ~~key~~marketing ~~opinion~~and ~~leaders,~~capital ~~global~~raising ~~surgeon~~to ~~societies,~~identify ~~innovation~~unique ~~programs~~opportunities ~~access~~in the NMS sector. Moreover, ~~strategic~~our Board of Directors will leverage their experience and ~~corporate~~broad industry relationships~~, medical~~ ~~institutions~~to ~~and~~further ~~the~~support ~~universe~~our ofacquisition ~~NMS~~and ~~co-investors~~evaluation process. Given ~~these~~our ~~connections,~~dedicated weapproach ~~believe~~to ~~that~~the weNMS ~~provide~~industry aand ~~competitive~~our ~~sourcing advantage~~significant ~~and~~network ~~will~~of berelationships, awe ~~preferred~~believe ~~partner~~we ~~for~~are well positioned to identify leading potential acquisition targets.

~~The~~Our ~~niche~~goal ~~focus of~~is NMS provides us with an advantage over generalist healthcare investors. The deep domain expertise of our management team, detailed knowledge of market dynamics, understanding of the specific needs of the medical community and experience with the intricacies of market adoption for NMS products and technology provide us with an exceptional ability to ~~select~~acquire ~~the~~a ~~leading~~platform ~~companies~~company in the NMS industry. ~~We believe~~ that ~~generalist~~has ~~healthcare investors lack the ability to understand the risks associated with this niche and to identify leading target companies.~~a:

~~Over~~● ~~VB’s history, VB has used its investment criteria to identify best~~Well-~~in-class companies~~established, ~~products,~~differentiated ~~and~~product technologies. VB has helped companies build strong technology platforms, fulfill clinically unmet needs, achieve successful clinical track records, mitigate regulatory risk, own significant intellectual property and regulatory portfolios and provide market development opportunities. VB is led by an all-in entrepreneur and has an effective business model. We believe VB’s experience investing in and exiting portfolio ~~companies will help provide the Company~~ with ~~the~~significant ~~ability~~growth ~~to generate positive and favorable returns.~~potential;

~~Members~~● ofProduct ~~our management~~pipeline ~~team~~with have also participated as financiers in several complex NMS transactions, including licensing agreements, corporate carveouts, IP acquisitions, product divestitures, asset purchase agreements, initial public offerings, company formations, debt recapitalizations, equity recapitalizations, secondary offerings, mergers, acquisitions, joint venture partnerships, debt restructurings, debt placements and private equity placements. We believe these experiences provide a ~~distinct~~consistent ~~advantage~~cadence ~~through all stages~~ of ~~the~~new ~~investment~~product ~~process, from deal sourcing to portfolio company exit.~~rollouts;

We● ~~seek~~Strong tomanagement ~~leverage our~~ team’s ~~experience arranging hundreds of partnerships~~ with ~~suppliers~~a ~~and~~shared ~~distributors,~~vision ~~initiating~~to ~~manufacturing,~~create ~~building~~a ~~and growing~~dominant ~~several~~player ~~sales forces, accelerating revenue growth, growing total surgeon users, building hospital distribution networks and creating market leaders~~ within ~~niche~~the ~~markets.~~NMS Weindustry ~~have a great deal of experience working with direct reps, agencies,~~ and ~~independent~~the ~~distributors. Additionally,~~ability weto ~~have~~rapidly ~~often~~grow ~~worked~~the ~~alongside and with large and small medical device companies.~~business;

~~Industry~~● ~~Opportunity~~Wide distributor network with potential for expansion;

~~The~~● ~~NMS~~Diverse ~~industry comprises disorders~~ and ~~diseases~~loyal ~~that~~user affect human body movement involving nerves, muscle, soft tissue, and bones that lead to pain and loss of mobility. According to Orthoworld, the neuro-musculoskeletal market, also known as orthopedics, was valued at $53 billion in 2019, and saw sales growth of approximately 3.8% from 2018 to 2019. Orthopedics is the branch of medicine that deals with NMS diseases. Throughout this section, the terms orthopaedics and NMS will be used interchangeably.base;

We● ~~believe~~Strong ~~that 100%~~margins ofwith ~~the~~visible ~~population~~revenue ~~living~~growth an average life expectancy will suffer from an NMS trauma or disease. We believe that NMS diseases and disorders are the number-one cause of long-term pain, physical disability, doctor visits, worker compensation claims and employee absenteeism.potential;

6● and would benefit from being publicly traded and having access to incremental growth capital.

We believe that ~~there~~, ~~are~~upon ~~four~~completing ~~key~~our ~~sectors~~initial ~~within~~business combination, our management team will use their expertise in growing the ~~NMS~~business organically to help expand the company’s operations and its sales and distribution channels following the business combination. There will also be a strong emphasis on looking to grow the company through further acquisitions and developing the company as a consolidator within its industry. We believe that ~~are~~there ofmay ~~interest~~also be opportunities to make other, peripheral acquisitions at the same time as we complete our ~~Company:~~initial business combination.

1We believe an acquisition by our Company can provide an efficient liquidity and capital-raising mechanism while materially reducing the risks and expenses associated with a traditional initial public offering. ~~Implantable~~Furthermore, ~~Devices: The implantable~~we ~~devices~~believe ~~segment~~VB’s ~~consists~~management ofteam ~~technologies~~is ~~that~~well ~~replace~~known to, ~~repair~~and respected by, orthe ~~support~~founders, amanagement, ~~damaged~~and ~~bone.~~stockholders ~~These~~of ~~devices~~private ~~can~~medical technology companies, and that our leadership’s reputations will be ~~segmented into~~a ~~further~~competitive ~~categories~~advantage ~~based~~in onattracting ~~the~~high ~~area~~quality targets for our business combination. The VB management team and Board of Directors have extensive operating and transaction experience in the ~~body~~medical ortechnology ~~type~~sector ofas ~~treatment~~managers, ~~they~~investors, acquirors and sellers. We intend to leverage this experience and our networks to identify a target company and ~~offer:~~to deliver operational and economic benefit from a business combination.

a.Competitive Spine: The spine market consists of implants, instruments, and surgical assistance systems to treat degenerative disc disease, herniated discs, scoliosis, vertebral fractures with pedicle screws, artificial discs, motion-preserving and kyphoplasty devices. According to Orthoworld, in 2019, global sales in the spine market amounted to $9.6 billion with almost 63% of global sales accounted for by the top four companies in the segment. Also according to Orthoworld, the spine market is growing at a rate of 3.5% per year and is projected to reach $10.0 billion in sales in 2022.Differentiation

b.Our ~~Sports~~focus ~~Medicine:~~is ~~The~~to ~~sports~~create ~~medicine market~~attractive ~~consists~~risk ofadjusted ~~equipment~~returns ~~and~~for ~~implantables~~our stockholders, ~~including~~focusing ~~arthroscopes,~~on ~~visualization~~limiting ~~systems~~technology ~~and~~risk ~~other~~by ~~similar~~pursuing clinically proven, innovative technologies ~~for~~executing ~~the~~a ~~removal of~~differentiated ~~bone~~operational, clinical and ~~soft~~regulatory ~~tissue~~strategy. ~~According~~We tobelieve ~~Orthoworld,~~that ~~between~~our ~~2017~~team ~~and~~members ~~2019,~~have ~~the~~proven ~~sports~~their ~~medicine~~ability to commercialize transformational technologies into market ~~grew~~disrupting ~~approximately~~business 5leaders.5% ~~per~~We ~~year and~~intend into ~~2019~~capitalize ~~accounted~~on ~~for~~our ~~roughly~~ability ~~$5.9 billion~~to inuse ~~global~~the ~~sales.~~following differentiation factors to our advantage:

c.VB’s ~~Trauma:~~extensive ~~The~~ecosystem ~~trauma~~network ~~market consists~~ of ~~implants~~relationships ~~and~~provides ~~instruments~~us ~~for~~with ~~internal~~early ~~and~~access ~~external~~to ~~use~~top quality deals. VB’s ecosystem network includes sponsors, ~~such~~our asinvestor ~~plates~~network, ~~screws~~key opinion leaders, ~~nails~~global surgeon societies, ~~pin~~innovation programs access, strategic and ~~external~~corporate ~~fixators~~relationships, tomedical ~~treat~~institutions ~~traumatic injuries~~and ~~affecting~~ the ~~neuromusculoskeletal~~universe ~~anatomy~~of NMS co-investors. ~~The~~Given ~~trauma~~these ~~market~~connections, iswe ~~the~~believe ~~third~~that ~~largest~~we ~~segment~~provide ina ~~the~~competitive ~~orthopedic~~sourcing ~~industry,~~advantage and ~~according to~~will ~~Orthoworld~~be ~~generated~~a ~~roughly~~preferred ~~$7.4 billion~~partner infor ~~global~~potential ~~sales in 2019~~targets.

d.The ~~Total~~niche ~~Joint~~focus ~~Replacement:~~of NMS provides us with an advantage over generalist healthcare investors. The ~~total joint~~deep ~~replacement~~domain ~~market~~expertise ~~consists~~of our management team, detailed knowledge of ~~implants~~market dynamics, ~~instruments~~understanding ~~and~~of ~~surgical~~the ~~assistance~~specific ~~systems~~needs ~~used~~of tothe ~~replace~~medical orcommunity ~~repair~~and ~~failed~~experience ~~joints~~with in the ~~knee,~~intricacies ~~hip,~~of ~~shoulder,~~market ~~elbow,~~adoption ~~wrist,~~for ~~ankle,~~NMS products and ~~digits.~~technology ~~According~~provide us with an exceptional ability to ~~Orthoworld,~~select the ~~total~~leading ~~joint~~companies ~~replacement~~in ~~market~~the ~~accounted~~industry. ~~for~~We ~~$19.5 billion, or~~believe ~~over~~that ~~37%,~~generalist ofhealthcare ~~global~~investors ~~orthopedic~~lack ~~sales~~the inability ~~2019~~to understand the risks associated with this niche and to identify leading target companies.

e. Neuromodulation: The neuromodulation market consists of technologies that use electrical or pharmaceutical agents to alter or modulate nerve activity in a target area. Neuromodulation technology was first introduced in the early 1960s, with the use of deep brain stimulation to resolve chronic and intractable pain and was later extended to indications relating to the spine. According to Neurotech Reports, the market for implanted spinal stimulators was valued at $1.8 billion in 2020 and was expected to continue to grow at double-digit annual growth rates.6

2.Table Service Companies: Service companies offer comprehensive solutions to other medical device companies facing with clinical, regulatory, reimbursement and product issues. Services vary from one company to another, with some service companies offering a wide range of services and others offering more niche and focused specialties, for example in relation to the product development process of medical devices. Service companies cater to a wide range of medical device companies in the healthcare space.Contents

3Over VB’s history, VB has used its investment criteria to identify best-in-class companies, products, and technologies. ~~Regenerative~~VB ~~Medicine:~~has helped companies build strong technology platforms, fulfill clinically unmet needs, achieve successful clinical track records, mitigate regulatory risk, own significant intellectual property and regulatory portfolios and provide market development opportunities. VB is led by an all-in entrepreneur and has an effective business model. We believe VB’s experience investing in and exiting portfolio companies will help provide the Company with the ability to generate positive and favorable returns.

a.Members ~~Biologics:~~of ~~The biologics~~our ~~and~~management ~~biochemical~~team ~~product~~have ~~market~~also ~~for~~participated as financiers in several complex NMS ~~indications~~transactions, ~~accounted~~including ~~for~~licensing ~~roughly~~agreements, ~~$5.3 billion~~corporate incarveouts, ~~2019~~IP acquisitions, ~~according~~product todivestitures, ~~Orthoworld. Products~~asset inpurchase ~~this~~agreements, ~~space~~initial ~~include~~public ~~technologies~~offerings, ~~such~~company asformations, ~~allograft~~debt ~~and~~recapitalizations, ~~xenograft~~equity ~~tissue~~recapitalizations, ~~synthetic~~secondary ~~bone~~offerings, ~~graft~~mergers, ~~substitutes~~acquisitions, ~~autologous~~joint ~~platelet/plasma systems~~venture partnerships, debt restructurings, debt placements and ~~other~~private ~~similar~~equity ~~therapies~~placements. We believe ~~that~~these ~~greater~~experiences ~~demand~~provide ~~for~~a ~~regenerative/biologic-type~~distinct ~~therapies~~advantage ~~among~~through ~~patients~~all ~~and~~stages ~~athletes will~~of ~~drive~~the ~~growth~~investment inprocess, ~~this~~from ~~market~~deal sourcing to portfolio company exit.

b.We ~~Therapeutics:~~seek ~~The~~to ~~therapeutics~~leverage ~~market consists~~our ofteam’s ~~products~~experience ~~that~~arranging ~~are~~hundreds ~~used~~of topartnerships ~~treat~~with ~~orthopedic~~suppliers ~~diseases~~and ~~through~~distributors, ainitiating ~~biochemical action~~manufacturing, building and ~~mainly~~growing ~~include~~several ~~opioid~~sales ~~and~~forces, ~~non-opioid therapeutic~~accelerating ~~agents.~~revenue ~~This~~growth, ~~market~~growing ~~also~~total ~~includes~~surgeon ~~the~~users, ~~fast-growing~~building ~~digital~~hospital ~~therapeutics~~distribution ~~segment.~~networks ~~The~~and ~~demand~~creating ~~for~~market ~~global~~leaders ~~digital~~within ~~therapeutics is~~niche onmarkets. ~~the~~We ~~rise,~~have ~~owing~~a togreat ~~increases~~deal inof ~~the~~experience ~~adoption~~working ofwith ~~smartphones~~direct ~~and~~reps, ~~tablets~~agencies, ~~coupled~~and ~~with~~independent ~~healthcare~~distributors. ~~apps~~Additionally, ~~the~~we ~~need~~have tooften ~~control~~worked ~~healthcare costs~~alongside and ~~rises~~with inlarge ~~incidences~~and ofsmall ~~chronic~~medical ~~diseases~~device companies.

4.Industry Contract Manufacturers: The contract manufacturer segment consists of orthopedic and medical device original equipment manufacturers (OEMs) that are responsible for the production, manufacturing, and assembly of medical devices in all areas of healthcare. These companies are key players in the healthcare and orthopedic supply chain and often work as outsourcing hubs for many of the top medical device developers around the globe.Opportunity

7The NMS industry comprises disorders and diseases that affect human body movement involving nerves, muscle, soft tissue, and bones that lead to pain and loss of mobility. According to Orthoworld, the neuro-musculoskeletal market, also known as orthopedics, was valued at $53 billion in 2019, and saw sales growth of approximately 3.8% from 2018 to 2019. Orthopedics is the branch of medicine that deals with NMS diseases. Throughout this section, the terms orthopaedics and NMS will be used interchangeably.

~~Overall,~~We ~~healthcare spending~~believe ~~continues~~that ~~to grow as a percentage of GDP topping 9.8~~100% ~~in 2018, according to the World Bank. The largest contributors, or foundational drivers,~~ of ~~growth trends in~~ the ~~healthcare industry are: the rapidly aging~~ population, ~~expanding~~living ~~global~~an average life expectancy~~, increasing~~ ~~rates~~will ofsuffer ~~obesity~~from ~~and~~an ~~diabetes~~NMS ~~and~~trauma ~~the~~or ~~rising cost and volume of medical care~~disease. ~~All~~We ~~the~~believe ~~foundational~~that ~~drivers directly affect the~~ NMS ~~industry.~~diseases ~~NMS~~and disorders ~~and disease~~ are ~~not only conditions of older age but also effect~~ the ~~entire~~number-one ~~lifecycle~~cause of ~~the~~long-term ~~patient population.~~pain, ~~The~~physical ~~patient~~disability, ~~and~~doctor ~~provider~~visits, ~~demand~~worker ~~for~~compensation ~~new,~~claims ~~innovative,~~ and ~~cost-effective~~employee ~~solutions to manage these chronic debilitating diseases remains urgent~~absenteeism.

●We ~~Growing~~believe ~~Elderly~~that ~~Population:~~there ~~There~~ are ~~more~~four ~~than~~key ~~668~~sectors ~~million~~within ~~people, or 11.6% of~~ the ~~total~~NMS ~~global~~industry ~~population, over the age of 60, and it is estimated~~ that ~~by 2050 this number will increase to 1.5 billion, according to the World Health Organization. We believe that people over the age of 60~~ are ~~at high risk~~ of ~~joint~~interest ~~replacements,~~to ~~degenerative~~our disc disease, arthritis, and osteoporosis, with approximately 17%, 14%, and 3% of the elderly in the U.S. having been diagnosed with arthritis, osteopenia, and osteoporosis, respectively (Burden of Musculoskeletal Diseases).Company:

●1. ~~Expanding~~Implantable ~~Life Expectancy~~Devices: ~~Life~~The ~~expectancy~~implantable isdevices ~~expected~~segment toconsists ~~increase~~of ~~from~~technologies ~~73.5~~that ~~years~~replace, inrepair, ~~2018~~or tosupport ~~74.4~~a indamaged ~~2022~~bone. ~~and~~These ~~will~~devices ~~continue~~can tobe ~~increase~~segmented ~~for~~into ~~females~~further incategories ~~low-mortality~~based ~~countries~~on ~~such as Japan and Sweden (Global Healthcare Report, Deloitte). Medical care spending more than doubles between~~ the ~~ages~~area of ~~70-90 (Journalist Resource), and with~~ the ~~increase~~body inor ~~life~~type ~~expectancy,~~of wetreatment ~~believe~~they ~~there~~target ~~should~~and ~~be a sharp increase in healthcare spending as well.~~offer:

●a. ~~Increasing~~Spine: ~~Obesity~~The spine market consists of implants, instruments, and ~~Diabetes~~surgical ~~Rates:~~assistance ~~Worldwide~~systems ~~obesity~~to ~~has~~treat ~~nearly~~degenerative ~~tripled~~disc ~~since~~disease, ~~1975~~herniated discs, scoliosis, vertebral fractures with pedicle screws, artificial discs, motion-preserving and ~~today~~kyphoplasty 13devices. According to Orthoworld, in 2019, global sales in the spine market amounted to $9.6 billion with almost 63% of ~~adults~~global ~~globally~~sales ~~are~~accounted ~~classified~~for asby ~~obese~~the top four companies in the segment. Also according to Orthoworld, ~~putting~~the ~~them~~spine market is growing at ~~major~~a ~~risk~~rate ~~for~~of ~~NMS~~3.5% ~~disorders~~per asyear ~~they~~and ~~continue~~is projected to ~~age~~reach ~~(World~~$10.0 ~~Health~~billion ~~Organization)~~in sales in 2022.

●b. ~~Rising~~Sports ~~Cost~~Medicine: ~~and~~The ~~Volume~~sports ofmedicine ~~Medical~~market ~~Care:~~consists ~~Global~~of ~~healthcare~~equipment ~~spending~~and ~~was~~implantables, ~~approximately~~including ~~US$8.7~~arthroscopes, ~~trillion~~visualization insystems ~~2020,~~and ~~with~~other asimilar ~~strong~~technologies ~~focus~~for onthe ~~improving~~removal ~~healthcare~~of inbone ~~developing~~and ~~countries~~soft ~~(Global~~tissue. ~~Healthcare~~According ~~Report~~to Orthoworld, ~~Deloitte).~~between ~~NMS~~2017 ~~conditions~~and ~~are~~2019, the ~~leading~~sports ~~cause~~medicine ofmarket ~~disability~~grew inapproximately ~~the~~5.5% ~~United~~per ~~States~~year and ~~are~~in ~~estimated~~2019 toaccounted ~~cost~~for ~~approximately~~roughly $~~980 billion (~~5.8%9 ofbillion ~~GDP)~~in ~~annually~~global ~~(United States Bone and Joint Initiative)~~sales.

~~Initial~~c. ~~Business Combination~~Trauma: The trauma market consists of implants and instruments for internal and external use, such as plates, screws, nails, pin, and external fixators, to treat traumatic injuries affecting the neuromusculoskeletal anatomy. The trauma market is the third largest segment in the orthopedic industry, and according to Orthoworld generated roughly $7.4 billion in global sales in 2019.

~~Nasdaq~~d. ~~listing rules require~~Total ~~that~~Joint ~~our~~Replacement: ~~initial~~The ~~business~~total ~~combination~~joint ~~must~~replacement bemarket ~~with~~consists ~~one~~of orimplants, ~~more~~instruments ~~target~~and ~~businesses~~surgical ~~that~~assistance ~~together~~systems ~~have~~used ~~an aggregate fair market value equal~~ to atreplace ~~least~~or ~~80%~~repair offailed ~~the~~joints ~~value~~in of the ~~trust~~knee, ~~account~~hip, ~~(excluding~~shoulder, ~~any~~elbow, ~~deferred~~wrist, ~~underwriting~~ankle, ~~fees~~ and ~~taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination~~digits. We ~~refer~~According to ~~this~~Orthoworld, as the ~~80%~~total ofjoint ~~net~~replacement ~~assets test. If our board of directors is not able to independently determine the fair~~ market ~~value of~~accounted ~~the~~for ~~target~~$19.5 ~~business or businesses~~billion, ~~we will obtain an opinion from an independent investment banking firm~~ or ~~another~~over ~~independent entity that commonly renders valuation opinions with respect to the satisfaction of the 80~~37% ~~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 aglobal ~~particular~~orthopedic ~~target~~sales orin ~~if there is a significant amount of uncertainty as to the value of a target’s assets or prospects~~2019.

WeTable ~~anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100%~~ of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for 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 our 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 considered for purposes of the 80% of net assets test. If our 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 target businesses.Contents

The net proceeds of our initial public offering and the sale of the private placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the sellers of a target business with which we complete our initial business combinatione. IfNeuromodulation: ~~our~~The ~~initial~~neuromodulation ~~business~~market ~~combination~~consists ~~is paid for using equity or debt securities, or not all~~ of ~~the~~technologies ~~funds~~that ~~released from~~use ~~the~~electrical ~~trust account are used for payment of the consideration in connection with our initial business combination~~ or ~~used~~pharmaceutical ~~for~~agents ~~redemption of our public shares, we may use the balance of the cash released~~ to usalter ~~from the trust account following the closing for general corporate purposes, including for maintenance~~ or ~~expansion~~modulate ofnerve ~~operations~~activity ofin ~~the~~a ~~post-transaction~~target ~~businesses,~~area. ~~the~~Neuromodulation ~~payment~~technology ofwas ~~principal~~first orintroduced ~~interest due on indebtedness incurred~~ in ~~completing our initial business combination, to fund~~ the ~~purchase~~early ~~of other companies or for working capital. In addition~~1960s, ~~we may be required to obtain additional financing in connection~~ with the ~~closing~~use of ~~our~~deep ~~initial~~brain ~~business~~stimulation ~~combination~~ to be ~~used~~resolve ~~following~~chronic ~~the~~and ~~closing~~intractable ~~for~~pain ~~general~~and ~~corporate~~was ~~purposes~~later asextended ~~described above. There is no limitation on our ability~~ to ~~raise~~indications ~~funds through~~relating ~~the issuance of equity or equity-linked securities or through loans, advances, or other indebtedness in connection with our initial business combination, including pursuant~~ to forward purchase agreements or backstop agreements we may enter into following consummation of our initial public offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the ~~completion of our initial business combination~~spine. AtAccording ~~this time, we are not a party~~ to ~~any~~Neurotech ~~arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor~~Reports, ~~officers, directors, or stockholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior to~~ the ~~closing~~market ~~of our initial business combination to fund our working capital needs and transaction costs in connection with our search~~ for ~~and~~implanted ~~completion~~spinal ofstimulators ~~our~~was ~~initial~~valued ~~business~~at ~~combination~~$1.8 ~~Our~~billion ~~amended~~in ~~and~~2020 ~~restated certificate of incorporation provides that, following our initial public offering~~ and ~~prior~~was toexpected ~~the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof~~ to ~~(i) receive~~continue ~~funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b)~~ to ~~approve~~grow anat ~~amendment~~double-digit toannual ~~our~~growth amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of our initial public offering or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public stockholders the opportunity to redeem their public sharesrates.

To2. ~~the~~Service ~~extent~~Companies: ~~we effect~~Service ~~our~~companies ~~initial~~offer ~~business~~comprehensive ~~combination~~solutions ~~with~~to aother ~~company~~medical ordevice ~~business~~companies ~~that~~facing ~~may~~with beclinical, ~~financially~~regulatory, ~~unstable~~reimbursement orand inproduct ~~its~~issues. ~~early~~Services ~~stages~~vary offrom ~~development or~~one ~~growth~~company to another, wewith ~~may~~some beservice ~~affected~~companies byoffering ~~numerous~~a ~~risks~~wide ~~inherent~~range inof ~~such~~services ~~company~~and orothers ~~business.~~offering ~~Although~~more ~~our~~niche ~~management~~and ~~team~~focused ~~will~~specialties, ~~endeavor~~for example in relation to ~~evaluate~~ the ~~risks~~product ~~inherent~~development inprocess aof ~~particular~~medical ~~target~~devices. ~~business,~~Service wecompanies ~~cannot~~cater ~~assure~~to ~~you~~a ~~that~~wide werange ~~will~~of ~~properly~~medical ~~ascertain~~device orcompanies ~~assess~~in ~~all~~the ~~significant~~healthcare ~~risk factors~~space.

93. Regenerative Medicine:

~~The~~a. ~~time~~Biologics: ~~required to~~The ~~select~~biologics and ~~evaluate~~biochemical aproduct ~~target~~market ~~business~~for ~~and~~NMS toindications ~~structure~~accounted ~~and~~for ~~complete~~roughly ~~our~~$5.3 ~~initial~~billion ~~business~~in ~~combination~~2019, ~~and~~according ~~the~~to ~~costs~~Orthoworld. ~~associated~~Products ~~with~~ in this ~~process,~~space ~~are~~include ~~not~~technologies ~~currently~~such ~~ascertainable~~as ~~with~~allograft ~~any~~and ~~degree~~xenograft oftissue, ~~certainty.~~synthetic ~~Any~~bone ~~costs~~graft ~~incurred~~substitutes, ~~with~~autologous ~~respect~~platelet/plasma tosystems ~~the identification~~ and ~~evaluation~~ ofother asimilar ~~prospective~~therapies. ~~target~~We ~~business~~believe ~~with~~that ~~which~~greater ~~our~~demand ~~initial~~for ~~business~~regenerative/biologic-type ~~combination~~therapies isamong ~~not~~patients ~~ultimately~~and ~~completed~~athletes will ~~result~~drive growth in ~~our incurring~~this ~~losses and will reduce the funds we can use to complete another business combination~~market.

Web. ~~have~~Therapeutics: ~~filed~~The ~~a Registration~~therapeutics ~~Statement~~market onconsists ~~Form~~of ~~8-A~~products ~~with~~that ~~the~~are ~~SEC~~used to ~~voluntarily~~treat ~~register~~orthopedic ~~our~~diseases ~~securities~~through ~~under~~a ~~Section 12~~biochemical ofaction, ~~the~~and ~~Securities~~mainly ~~Exchange Act~~include ofopioid ~~1934,~~and asnon-opioid ~~amended,~~therapeutic oragents. ~~the~~This ~~Exchange~~market ~~Act.~~also Asincludes athe ~~result,~~fast-growing wedigital ~~are~~therapeutics ~~subject~~segment. toThe ~~the~~demand ~~rules and~~for ~~regulations~~global ~~promulgated~~digital ~~under~~therapeutics ~~the~~is ~~Exchange Act.~~on Wethe ~~have~~rise, noowing ~~current~~to ~~intention~~increases ofin ~~filing~~the aadoption ~~Form 15~~of tosmartphones ~~suspend~~and ~~our~~tablets ~~reporting~~coupled orwith ~~other~~healthcare ~~obligations~~apps, ~~under~~ the ~~Exchange~~need ~~Act~~to ~~prior or~~control ~~subsequent~~healthcare tocosts ~~the~~and ~~consummation~~rises ofin ~~our~~incidences ~~initial~~of ~~business~~chronic ~~combination~~diseases.

~~Other~~4. ~~Considerations~~Contract Manufacturers: The contract manufacturer segment consists of orthopedic and medical device original equipment manufacturers (OEMs) that are responsible for the production, manufacturing, and assembly of medical devices in all areas of healthcare. These companies are key players in the healthcare and orthopedic supply chain and often work as outsourcing hubs for many of the top medical device developers around the globe.

~~Members~~Overall, ofhealthcare ~~our management~~spending ~~team,~~continues ~~including~~to ~~our~~grow ~~directors~~as ~~and~~a ~~officers~~percentage of GDP topping 9.8% in 2018, ~~directly~~according orto ~~indirectly~~the ~~own~~World ~~our~~Bank. ~~securities~~The ~~and,~~largest ~~accordingly~~contributors, ~~may~~or ~~have~~foundational adrivers, ~~conflict~~ of ~~interest~~growth trends in ~~determining~~the ~~whether~~healthcare aindustry ~~particular~~are: ~~target~~the ~~company~~rapidly isaging anpopulation, ~~appropriate~~expanding ~~business~~global ~~with~~life ~~which~~expectancy, toincreasing ~~effectuate~~rates ~~our~~of ~~initial~~obesity ~~business combination.~~and ~~Each~~diabetes ofand ~~our~~the ~~directors~~rising cost and ~~officers~~volume ~~may~~of ~~have~~medical acare. ~~conflict~~All ofthe ~~interest~~foundational ~~with~~drivers ~~respect~~directly toaffect ~~evaluating~~the aNMS ~~particular~~industry. ~~business~~NMS ~~combination if~~disorders ~~the~~and ~~retention~~disease orare ~~resignation~~not only conditions of ~~any~~older ~~directors~~age orbut ~~officers~~also ~~was~~effect ~~included~~the byentire alifecycle ~~target~~of ~~business~~the aspatient apopulation. ~~condition~~The topatient ~~any~~and ~~agreement~~provider ~~with~~demand ~~respect~~ for new, innovative, and cost-effective solutions to ~~such~~manage ~~business~~these ~~combination~~chronic debilitating diseases remains urgent.

We● ~~are~~Growing ~~not~~Elderly ~~prohibited from~~Population: ~~pursuing~~There anare ~~initial~~more ~~business~~than ~~combination~~668 ormillion ~~subsequent transaction with a company that is affiliated with our sponsor~~people, ~~officers,~~ or ~~directors~~11.6% Inof the ~~event~~total weglobal ~~seek~~population, toover ~~complete~~the ~~our~~age ~~initial~~of ~~business combination or~~60, ~~subject~~and toit ~~certain~~is ~~exceptions,~~estimated ~~subsequent material transactions with a company~~ that isby ~~affiliated~~2050 ~~with~~this ~~our~~number ~~sponsor~~will orincrease ~~any~~to of1.5 ~~our~~billion, ~~officers~~according orto ~~directors,~~the ~~we,~~World orHealth aOrganization. ~~committee~~We ofbelieve ~~independent directors,~~that topeople over the ~~extent~~age ~~required~~of by60 ~~applicable~~are ~~law~~at orhigh ~~our~~risk ~~board~~ of ~~directors~~joint replacements, ~~will~~degenerative ~~obtain~~disc andisease, ~~opinion~~arthritis, ~~from~~and anosteoporosis, ~~independent~~with ~~investment banking~~approximately ~~firm~~17%, or14%, ~~another~~and ~~independent~~3% ~~accounting~~of ~~firm~~the ~~that~~elderly ~~such~~in ~~initial~~the ~~business~~U.S. ~~combination~~having orbeen ~~transaction~~diagnosed iswith ~~fair~~arthritis, toosteopenia, ~~our~~and ~~company~~osteoporosis, ~~from a~~respectively ~~financial~~(Burden ~~point~~ of ~~view~~Musculoskeletal Diseases).

~~Each~~● ofExpanding ~~our~~Life ~~officers and~~Expectancy: ~~directors~~Life ~~presently~~expectancy ~~has,~~is ~~and~~expected ~~any~~to ofincrease ~~them~~from in73.5 ~~the~~years ~~future~~in ~~may~~2018 ~~have additional, fiduciary or contractual obligations~~ to ~~other~~74.4 ~~entities pursuant~~in to2022 ~~which~~and ~~such officer or director is or~~ will becontinue ~~required~~ to ~~present~~increase ~~a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable~~ for anfemales ~~entity~~in tolow-mortality ~~which~~countries hesuch oras ~~she~~Japan ~~then has~~and ~~fiduciary~~Sweden or(Global ~~contractual~~Healthcare ~~obligations~~Report, ~~he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity~~Deloitte). WeMedical docare ~~not~~spending ~~believe,~~more ~~however,~~than ~~that~~doubles between the ~~fiduciary~~ages ~~duties or contractual obligations~~ of ~~our~~70-90 ~~officers~~(Journalist orResource), ~~directors will materially affect our ability to complete our business combination. Our amended~~ and ~~restated~~with ~~certificate~~the ofincrease ~~incorporation~~in ~~will~~life ~~provide~~expectancy, ~~that~~ we ~~renounce our~~believe ~~interest~~there inshould ~~any~~be ~~corporate~~a ~~opportunity~~sharp ~~offered~~increase ~~to any director or officer unless such opportunity is expressly offered to such person solely~~ in ~~his~~healthcare orspending ~~her capacity~~ as ~~a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue~~well.

~~Each~~● ofIncreasing ~~our~~Obesity ~~sponsor, directors~~ and ~~officers~~Diabetes ~~may~~Rates: ~~sponsor,~~Worldwide ~~form~~obesity orhas ~~participate~~nearly intripled ~~other~~since ~~blank~~1975, ~~check~~and ~~companies~~today ~~similar~~13% toof ~~ours~~adults ~~during~~globally ~~the period in which we~~ are ~~seeking~~classified anas ~~initial~~obese, ~~business~~putting ~~combination.~~them ~~Any~~at ~~such~~major ~~companies~~risk ~~may~~for ~~present~~NMS ~~additional~~disorders ~~conflicts~~as ofthey ~~interest~~continue into ~~pursuing~~age an(World ~~acquisition target,~~Health ~~particularly in the event there is overlap among investment mandates~~Organization).

~~Our~~● ~~directors~~Rising Cost and ~~officers~~ ~~are~~Volume ~~not~~of ~~required~~Medical toCare: ~~commit~~Global ~~any~~healthcare ~~specified~~spending ~~amount~~was ofapproximately ~~time~~US$8.7 totrillion ~~our~~in ~~affairs~~2020, ~~and,~~with ~~accordingly~~a strong focus on improving healthcare in developing countries (Global Healthcare Report, ~~will~~Deloitte). ~~have~~NMS ~~conflicts~~conditions are the leading cause of ~~interest~~disability in ~~allocating~~ ~~management~~the ~~time~~United ~~among~~States ~~various~~and ~~business~~are ~~activities,~~estimated ~~including~~to ~~identifying~~cost ~~potential~~approximately ~~business~~$980 ~~combinations~~billion ~~and~~(5.8% ~~monitoring~~of ~~the related~~GDP) ~~due~~annually ~~diligence~~(United States Bone and Joint Initiative).

108

~~Corporate~~Table ~~Information~~of Contents

WeInitial ~~were~~Business incorporated under the laws of the State of Delaware on November 24, 2020. Our executive offices are located at 505 Park Avenue, 14th Floor, New York, NY 10022 and our telephone number is (212) 583-9700. Our website is www.VB-OC.com. Information contained on, or that can be accessed through, our website is not part of this Annual Report on Form 10-K.Combination

WeNasdaq ~~are~~listing anrules ~~“emerging growth~~require ~~company,”~~that asour ~~defined~~initial inbusiness ~~Section 2(a) of~~combination ~~the~~must ~~Securities~~be ~~Act~~with ofone ~~1933,~~or asmore ~~amended,~~target orbusinesses ~~the~~that ~~Securities~~together ~~Act,~~have asan ~~modified by~~aggregate ~~the~~fair ~~Jumpstart~~market ~~Our~~value ~~Business~~equal ~~Startups~~to ~~Act~~at least 80% of ~~2012,~~the orvalue of the ~~JOBS~~trust ~~Act.~~account As(excluding ~~such,~~any wedeferred ~~are~~underwriting ~~eligible~~fees toand ~~take~~taxes ~~advantage~~payable ofon ~~certain~~the ~~exemptions from~~income ~~various~~earned ~~reporting~~on ~~requirements~~the ~~that~~trust ~~are~~account) ~~applicable~~at tothe ~~other~~time ~~public~~of ~~companies~~our ~~that~~signing ~~are~~a ~~not~~definitive ~~emerging~~agreement ~~growth~~in ~~companies~~connection ~~including,~~with ~~but not~~our ~~limited~~initial ~~to,~~business ~~not~~combination. ~~being~~We ~~required~~refer to ~~comply~~this ~~with~~as the ~~auditor~~80% ~~attestation~~of ~~requirements~~net ofassets ~~Section 404~~test. If our board of directors is not able to independently determine the ~~Sarbanes-Oxley~~fair ~~Act of~~market ~~2002,~~value orof the ~~Sarbanes-Oxley~~target ~~Act~~business or businesses, ~~reduced~~we ~~disclosure~~will ~~obligations~~obtain ~~regarding~~an ~~executive~~opinion ~~compensation~~from inan ~~our~~independent ~~periodic~~investment ~~reports~~banking ~~and~~firm ~~proxy statements,~~or ~~and~~another ~~exemptions~~independent ~~from~~entity that commonly renders valuation opinions with respect to the ~~requirements~~satisfaction of ~~holding~~the a80% ~~non-binding~~of ~~advisory~~net ~~vote~~assets ontest. ~~executive~~While ~~compensation~~we ~~and~~consider ~~stockholder~~it ~~approval of~~unlikely ~~any~~that ~~golden~~our ~~parachute~~board ~~payments~~of directors will not ~~previously~~be ~~approved.~~able Ifto ~~some~~make ~~investors~~an ~~find~~independent ~~our~~determination ~~securities~~of ~~less~~the ~~attractive~~fair asmarket avalue ~~result~~of our initial business combination, ~~there~~it may be aunable ~~less~~to ~~active~~do ~~trading~~so ~~market~~if ~~for~~it ~~our~~is ~~securities~~less ~~and~~familiar or experienced with the ~~prices~~business of ~~our~~a ~~securities~~particular ~~may~~target beor ~~more~~if ~~volatile~~there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

InWe ~~addition,~~anticipate ~~Section 107~~ structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the ~~JOBS~~outstanding ~~Act~~equity ~~also~~interests ~~provides~~or assets of the target business or businesses. We may, however, structure our initial business combination such that anthe ~~emerging~~post-transaction ~~growth~~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, but we will only complete such business combination if the post-transaction company ~~can~~owns ~~take~~or ~~advantage~~acquires 50% or more of the ~~extended~~outstanding ~~transition~~voting ~~period~~securities ~~provided~~of inthe ~~Section 7(~~target or otherwise acquires a~~)(2)(B) of~~ controlling interest in the ~~Securities~~target ~~Act~~sufficient for ~~complying~~it ~~with~~not ~~new~~to be required to register as an investment company under the Investment Company Act of 1940, as amended, or ~~revised~~the ~~accounting~~Investment ~~standards~~Company Act. InEven ~~other~~if ~~words~~the post-transaction company owns or acquires 50% or more of the voting securities of the target, anour ~~emerging~~stockholders ~~growth~~prior to our initial business combination may collectively own a minority interest in the post-transaction company, ~~can~~depending ~~delay~~on valuations ascribed to the ~~adoption~~ target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of ~~certain~~new ~~accounting~~shares ~~standards~~in ~~until~~exchange ~~those~~for ~~standards~~all of the outstanding capital stock of a target. In this case, we would ~~otherwise~~acquire ~~apply~~a to100% ~~private~~controlling ~~companies~~interest in the target. WeHowever, ~~intend~~as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to ~~take~~our ~~advantage~~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 ~~benefits~~ equity interests or assets of ~~this~~a ~~extended~~target ~~transition~~business ~~period~~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 considered for purposes of the 80% of net assets test. If our 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 target businesses.

WeThe ~~will~~net ~~remain an~~proceeds ~~emerging~~of ~~growth~~our ~~company~~initial ~~until~~public offering and the ~~earlier~~sale of ~~(1)~~ the ~~last~~private ~~day~~placement warrants released to us from the trust account upon the closing of our initial business combination may be used as consideration to pay the ~~fiscal~~sellers ~~year~~of (a~~) following~~ ~~the~~target ~~fifth~~business ~~anniversary~~with which we complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the ~~completion~~funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public ~~offering~~shares, ~~(b)~~ we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in ~~which~~completing weour ~~have~~initial ~~total~~business ~~annual~~combination, ~~gross~~to ~~revenue~~fund the purchase of atother ~~least~~companies $1or for working capital.~~07 billion~~ ~~(as adjusted~~In ~~for~~addition, ~~inflation~~we ~~pursuant~~may be required to ~~SEC~~obtain ~~rules from~~additional ~~time~~financing in connection with the closing of our initial business combination to ~~time)~~be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances, or ~~(c)~~ other indebtedness in ~~which~~connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we ~~are~~may ~~deemed~~enter into following consummation of our initial public offering. Subject to becompliance awith ~~large~~applicable ~~accelerated~~securities ~~filer~~laws, ~~which~~ ~~means~~we ~~the~~would ~~aggregate~~only ~~worldwide~~complete ~~market~~such ~~value~~financing simultaneously with the completion of our ~~common~~initial ~~stock~~business ~~that~~combination. isAt ~~held~~this bytime, ~~non-affiliates~~we ~~equals~~are not a party to any arrangement or ~~exceeds~~understanding ~~$700~~with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor,~~000~~ officers,~~000~~ ~~as of~~directors, ~~the~~or stockholders is required to provide any financing to us in connection with or after our initial business combination. We may also obtain financing prior ~~June 30~~to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. Our amended and restated certificate of incorporation provides that, following our initial public offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (2i) receive funds from the ~~date~~trust account or (ii) vote as a class with our public shares (a) on ~~which~~any weinitial ~~have~~business ~~issued~~combination ~~more~~or ~~than~~(b) ~~$1.0 billion~~to inapprove ~~non-convertible~~an ~~debt~~amendment ~~securities during~~to ~~the~~our ~~prior~~amended ~~three-year~~and ~~period.~~restated ~~References~~certificate ~~herein~~of incorporation to ~~emerging~~(x) ~~growth~~extend ~~company~~the ~~will~~time we have to consummate a business combination beyond 18 months from the ~~meaning~~closing ~~associated~~of ~~with~~our itinitial public offering or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public stockholders the ~~JOBS Act~~opportunity to redeem their public shares.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250,000,000 as of the prior June 30th or (2) our annual revenues equaled or exceeded $100,000,000 during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30th.9

~~Effecting~~Table aof ~~Business Combination~~Contents

~~General~~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 team 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.

WeThe ~~intend~~time required to ~~effectuate our~~select ~~initial~~and ~~business~~evaluate ~~combination~~a ~~using~~target ~~cash~~business ~~from~~and ~~the~~to ~~proceeds~~structure ofand complete our initial ~~public~~business ~~offering~~combination, and the ~~private~~costs ~~placement~~associated ofwith ~~the~~this ~~private placement warrants~~process, ~~our~~are ~~shares,~~not ~~new~~currently ~~debt,~~ascertainable orwith aany ~~combination~~degree of ~~these,~~certainty. asAny ~~the~~costs ~~consideration~~incurred with respect to bethe ~~paid~~identification inand ~~our~~evaluation ~~initial~~of ~~business~~a ~~combination. We~~prospective ~~may~~target ~~seek~~business towith ~~consummate~~which our initial business combination ~~with~~is anot ~~company~~ultimately orcompleted ~~business~~will ~~that~~result ~~may be financially unstable or~~ in ~~its~~our ~~early stages~~incurring oflosses ~~development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing~~ and ~~sales),~~will ~~which~~reduce ~~would subject us to~~ the ~~numerous~~funds ~~risks inherent in such companies and businesses, although~~ we ~~will~~can ~~not~~use ~~be permitted~~ to ~~effectuate~~complete ~~our~~another ~~initial~~ business combination ~~with another blank check company or a similar company with nominal operations~~.

11We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

IfOther our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases of our common stock, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.Considerations

WeMembers ~~have not identified any acquisition targets. From the period prior to our formation through the date~~ of our ~~initial~~management ~~public offering~~team, ~~there~~including ~~were no communications, evaluations or discussions between any of~~ our ~~officers,~~ directors ~~or our sponsor~~ and ~~any~~officers, ofdirectly ~~their contacts~~ or ~~relationships~~indirectly ~~regarding a~~own ~~potential~~our ~~initial~~securities ~~business~~and, ~~combination. Additionally~~accordingly, wemay have ~~not~~a ~~engaged~~conflict orof ~~retained~~interest ~~any~~in ~~agent~~determining orwhether ~~other~~a ~~representative~~particular totarget ~~identify or~~company ~~locate~~is ~~any~~an ~~suitable~~appropriate ~~acquisition~~business ~~candidate.~~with ~~Subject~~which to ~~the~~effectuate ~~requirement that~~ our initial business combination. ~~must~~Each ~~be with one or more target businesses or assets having an aggregate fair market value~~ of atour ~~least~~directors ~~80%~~and ofofficers ~~the~~may ~~value~~have ofa ~~the~~conflict ~~trust account (excluding any taxes payable) at the time~~ of ~~the~~interest ~~agreement~~with respect to ~~enter~~evaluating ~~into~~a ~~such~~particular ~~initial~~ business combination, weif ~~have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Accordingly, there is no current basis for investors in our company to evaluate~~ the ~~possible~~retention ~~merits~~ or ~~risks~~resignation of ~~the~~any ~~target~~directors ~~business~~or ~~with~~officers ~~which~~was weincluded ~~may~~by ~~ultimately complete our initial business combination. Although our management will assess the risks inherent in~~ a ~~particular~~ target business ~~with~~as ~~which we may combine, this assessment may not result in our identifying all risks that~~ a ~~target~~condition ~~business~~to ~~may~~any ~~encounter.~~agreement ~~Furthermore,~~with ~~some~~respect ~~of those risks may be outside of our control, meaning that we can do nothing~~ to ~~control~~such ~~or reduce the chances that those risks will adversely impact a target~~ business combination.

We ~~may~~are ~~seek~~not toprohibited ~~raise~~from ~~additional~~pursuing ~~funds~~an ~~through a~~initial ~~private~~business ~~offering~~combination ~~of debt~~ or ~~equity~~subsequent ~~securities~~transaction ~~in connection~~ with ~~the~~a ~~consummation~~company ofthat ~~our~~is ~~initial~~affiliated ~~business~~with ~~combination, and we may effectuate~~ our ~~initial~~sponsor, ~~business~~officers, ~~combination~~or ~~using~~directors. In the ~~proceeds~~event ofwe ~~such~~seek ~~offering~~to ~~rather~~complete ~~than~~our ~~using~~initial ~~the~~business ~~amounts~~combination ~~held~~or, insubject ~~the trust account. Subject~~ to ~~compliance~~certain ~~with~~exceptions, ~~applicable~~subsequent ~~securities~~material ~~laws,~~transactions wewith ~~would~~a ~~consummate~~company ~~such~~that ~~financing~~is ~~only~~affiliated ~~simultaneously~~ with ~~the consummation of~~ our ~~business combination.~~sponsor Inor ~~the~~any ~~case~~ of anour ~~initial~~officers ~~business~~or ~~combination~~directors, ~~funded with assets other than the trust account assets~~we, ~~our tender offer documents~~ or ~~proxy~~a ~~materials~~committee ~~disclosing the business combination would disclose the terms~~ of ~~the~~independent ~~financing and~~directors, ~~only~~to ifthe extent required by applicable law or ~~Nasdaq, we~~our ~~would~~board ~~seek stockholder approval~~ of ~~such~~directors, ~~financing.~~will ~~There~~obtain ~~are~~an noopinion ~~prohibitions~~from onan ~~our~~independent ~~ability~~investment tobanking ~~raise~~firm ~~funds privately~~ or ~~through~~another ~~loans in~~independent ~~connection~~accounting ~~with~~firm ~~our~~that such initial business combination. ~~At this time, we are not a party to any arrangement~~ or ~~understanding~~transaction ~~with~~is ~~any~~fair ~~third party with respect~~ to ~~raising~~our ~~any~~company ~~additional~~from ~~funds~~a ~~through~~financial ~~the~~point ~~sale~~ of ~~securities or otherwise~~view.

~~Sources~~Each of ~~Target~~our ~~Businesses~~officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she then has fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

~~Our~~Each ~~process~~ of ~~identifying acquisition targets will leverage~~ our ~~management team’s unique industry experiences~~sponsor, ~~proven~~directors ~~deal sourcing capabilities~~ and ~~broad~~officers ~~and~~may ~~deep network of relationships in numerous industries~~sponsor, ~~including~~form ~~executives~~or ~~and~~participate ~~management~~in ~~teams, private equity groups and~~ other ~~institutional~~blank ~~investors, large~~check ~~business~~companies ~~enterprises,~~similar ~~lenders,~~to ~~investment~~ours ~~bankers~~during ~~and~~the ~~other~~period ~~investment~~in ~~market participants, restructuring advisers, consultants, attorneys and accountants,~~ which we ~~believe~~are ~~should~~seeking ~~provide~~an usinitial ~~with a number of~~ business combination ~~opportunities~~. WeAny ~~expect~~such ~~that~~companies ~~the collective~~may ~~experience,~~present ~~capability~~additional ~~and~~conflicts ~~network~~ of ~~our~~interest ~~founders,~~in ~~directors,~~pursuing ~~and~~an ~~officers~~acquisition target, ~~combined~~particularly ~~with their individual and collective reputations~~ in the ~~investment~~event ~~community,~~there ~~will~~is ~~help~~overlap toamong ~~create~~investment ~~prospective business combination opportunities~~mandates.

WeOur ~~anticipate~~directors ~~that~~and ~~target~~officers ~~business~~are ~~candidates will~~not berequired ~~brought~~ to ~~our~~commit ~~attention~~any ~~from~~specified ~~various~~amount ~~unaffiliated sources, including investment bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members~~ of ~~the~~time ~~financial community. Target businesses may be brought~~ to our ~~attention~~affairs, byand, such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also may introduce us to target businesses in which they think we may be interested on an unsolicited basisaccordingly, ~~since many of these sources~~ will have ~~read~~conflicts ~~the prospectus~~of ~~that~~interest ~~we issued~~ in ~~connection~~allocating ~~with~~management ~~our~~time ~~initial~~among ~~public~~various ~~offering~~business ~~and know what types of businesses we are targeting. Our officers and directors~~activities, asincluding ~~well~~identifying aspotential ~~their affiliates, also may bring to our attention target~~ business ~~candidates~~combinations ~~that~~and ~~they~~monitoring ~~become~~the ~~aware~~related ofdue ~~through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions~~diligence.

1210

InTable ~~addition, we expect to receive a number~~ of ~~proprietary~~ deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. 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 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. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.Contents

WeCorporate 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 such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire that such an initial business combination is fair to our unaffiliated stockholders from a financial point of view.Information

~~Selection~~We were incorporated under the laws of athe ~~Target~~State ~~Business~~of Delaware on November 24, 2020. Our executive offices are located at 505 Park Avenue, 14th Floor, New York, NY 10022 and ~~Structuring~~our telephone number is (212) 583-9700. Our website is www.VB-OC.com. Information contained on, or that can be accessed through, our website is not part of athis ~~Business Combination~~Annual Report on Form 10-K.

~~Subject~~We toare ~~the requirement that our initial business combination must be with one or more target businesses or assets having~~ an ~~aggregate~~“emerging ~~fair~~growth ~~market~~company,” ~~value~~as ofdefined atin ~~least~~Section ~~80%~~2(a) of the ~~value~~Securities Act of ~~the~~ ~~trust~~1933, ~~account~~as ~~(excluding~~amended, ~~any~~or ~~taxes~~the ~~payable)~~Securities atAct, ~~the~~as ~~time~~modified ofby the ~~agreement~~Jumpstart toOur ~~enter~~Business ~~into~~Startups ~~such~~Act ~~initial~~of ~~business combination~~2012, ~~our management will have virtually unrestricted flexibility in identifying and selecting one~~ or ~~more~~the ~~prospective~~JOBS ~~target businesses~~Act. InAs ~~any case~~such, we ~~will only~~are ~~consummate~~eligible anto ~~initial~~take ~~business~~advantage ~~combination in which we become the majority stockholder~~ of ~~the~~certain ~~target~~exemptions ~~(or~~from ~~control~~various ~~the~~reporting ~~target~~requirements ~~through contractual~~that ~~arrangements~~are inapplicable ~~limited~~to ~~circumstances~~other ~~for~~public ~~regulatory~~companies ~~compliance~~that ~~purposes~~are asnot ~~discussed~~emerging ~~below)~~growth orcompanies ~~are~~including, ~~otherwise~~but not ~~required~~ limited to, ~~register~~not asbeing anrequired ~~investment~~to ~~company~~comply ~~under~~with the ~~Investment~~auditor ~~Company~~attestation ~~Act~~requirements orof toSection ~~the~~404 ~~extent~~of ~~permitted~~the bySarbanes-Oxley ~~law~~Act weof ~~may~~2002, ~~acquire~~or ~~interests~~the inSarbanes-Oxley ~~a variable interest entity~~Act, inreduced ~~which~~disclosure weobligations ~~may~~regarding ~~have~~executive ~~less~~compensation ~~than~~in aour ~~majority~~periodic ofreports ~~the~~and ~~voting~~proxy ~~rights in such entity~~statements, ~~but~~and inexemptions ~~which~~from ~~we are~~ the ~~primary beneficiary.~~requirements ~~There~~of isholding noa ~~basis~~non-binding ~~for~~advisory ~~investors~~vote inon ~~our~~executive ~~company~~compensation ~~offering~~and tostockholder ~~evaluate~~approval ~~the possible merits or risks~~ of any ~~target~~golden ~~business~~parachute ~~with which~~payments wenot ~~may~~previously ~~ultimately complete our initial business combination~~approved. ToIf ~~the~~some ~~extent~~investors wefind ~~effect~~ our ~~initial~~securities ~~business~~less ~~combination~~attractive ~~with~~as a ~~company or~~result, ~~business~~there ~~that~~ may be ~~financially unstable or in its early stages of development or growth (such as~~ a ~~company~~less ~~that~~active ~~has~~trading ~~begun~~market ~~operations but~~for isour ~~not~~securities ~~yet~~and at the ~~stage~~prices of ~~commercial~~our ~~manufacturing~~securities ~~and sales), we~~ may be ~~affected~~more ~~by numerous risks inherent in such company or business~~volatile. ~~Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.~~

In ~~evaluating~~addition, aSection ~~prospective~~107 ~~target~~of ~~business,~~the ~~we expect~~JOBS toAct ~~conduct~~also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) ~~thorough~~of ~~due~~the ~~diligence~~Securities ~~review~~Act ~~that~~for ~~will~~complying ~~encompass,~~with ~~among~~new or revised accounting standards. In other ~~things~~words, ~~meetings~~an ~~with~~emerging ~~incumbent~~growth ~~management~~company ~~and~~can ~~employees, document~~delay ~~reviews,~~the ~~interviews~~adoption of ~~customers~~certain ~~and~~accounting ~~suppliers,~~standards ~~inspection~~until ofthose ~~facilities,~~standards aswould ~~well~~otherwise asapply ato ~~review~~private ofcompanies. ~~financial~~We ~~and~~intend ~~other~~to ~~information which~~take ~~will~~advantage beof ~~made~~the ~~available~~benefits toof usthis extended transition period.

~~The~~We ~~time~~will ~~required~~remain toan ~~select~~emerging ~~and~~growth ~~evaluate~~company auntil ~~target business~~the ~~and~~earlier toof ~~structure~~(1) ~~and~~the ~~complete~~last ~~our~~day ~~initial~~of ~~business~~the ~~combination,~~fiscal ~~and~~year (a) following the ~~costs~~fifth ~~associated~~anniversary ~~with~~of ~~this~~the ~~process~~completion of our initial public offering, ~~are~~(b) ~~not~~in ~~currently ascertainable~~which ~~with~~we ~~any~~have ~~degree~~total annual gross revenue of ~~certainty~~at least $1.07 ~~Any~~billion ~~costs~~(as ~~incurred~~adjusted ~~with~~for ~~respect~~inflation pursuant to ~~the~~SEC ~~identification~~rules ~~and~~from ~~evaluation~~time ofto atime), ~~prospective~~or ~~target business~~(c) ~~with~~in which we are deemed to be a ~~business~~large ~~combination~~accelerated isfiler, ~~not~~which ~~ultimately~~means ~~completed~~the ~~will~~aggregate ~~result~~worldwide inmarket value of our ~~incurring~~common ~~losses~~stock ~~and~~that ~~will~~is ~~reduce~~held ~~the~~by ~~funds~~non-affiliates ~~we can~~equals ~~use~~or toexceeds ~~complete~~$700,000,000 ~~another~~as ~~business~~of ~~combination.~~the Weprior ~~will~~June ~~not~~30, ~~pay~~and ~~any~~(2) ~~finders~~the ordate ~~consulting~~on ~~fees~~which towe ~~members~~have ofissued ~~our~~more ~~management~~than ~~team,~~$1.0 ~~or any~~billion ofin ~~their~~non-convertible ~~respective~~debt ~~affiliates,~~securities ~~for~~during ~~services~~the ~~rendered~~prior three-year period. References herein to oremerging ingrowth ~~connection~~company will have the meaning associated with ~~our~~it ~~initial~~in ~~business~~the ~~combination~~JOBS Act.

13Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250,000,000 as of the prior June 30th or (2) our annual revenues equaled or exceeded $100,000,000 during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700,000,000 as of the prior June 30th.

~~Fair~~Effecting ~~Market~~a ~~Value of Target~~ Business ~~or Businesses~~Combination

The target business or businesses or assets with which we effect our initial business combination must have a collective fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination. If we acquire less than 100% of one or more target businesses in our initial business combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the value of the trust account (excluding taxes payable) at the time of the agreement to enter into such initial business combination. However, we will always acquire at least a controlling interest in a target business. The fair market value of a portion of a target business or assets will likely be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek to consummate our initial business combination with an initial target business or businesses with a collective fair market value in excess of the balance in the trust account. In order to consummate such an initial business combination, we may issue a significant amount of debt, equity or other securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt, equity or other securities. If we issue securities in order to consummate such an initial business combination, our stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that our stockholders own a certain percentage of our company (or, depending on the structure of the initial business combination, an ultimate parent company that may be formed) after our business combination. Because we have no specific business combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current intention of doing so.General

~~The~~We ~~fair~~intend ~~market~~to ~~value~~effectuate ofour ainitial ~~target~~ business ~~or businesses~~combination orusing ~~assets~~cash ~~will~~from bethe ~~determined~~proceeds byof our ~~board~~initial ofpublic ~~directors~~offering ~~based~~and ~~upon standards generally accepted by~~ the ~~financial~~private ~~community, such~~placement asof ~~actual and potential gross margins,~~ the ~~values~~private ofplacement ~~comparable businesses~~warrants, ~~earnings~~our ~~and cash flow~~shares, ~~book~~new ~~value~~debt, ~~enterprise value and, where appropriate, upon the advice of appraisers~~ or ~~other~~a ~~professional~~combination ~~consultants. Investors will be relying on the business judgment~~ of ~~our board of directors~~these, ~~which~~as ~~will have significant discretion in choosing~~ the ~~standard~~consideration ~~used~~ to ~~establish~~be ~~the~~paid ~~fair~~in ~~market~~our ~~value~~initial ~~of a particular target~~ business combination. IfWe ~~our~~may ~~board~~seek ~~of directors is not able~~ to ~~independently~~consummate ~~determine~~our ~~that~~initial ~~the target~~ business orcombination ~~assets~~with ~~has~~ a ~~sufficient~~company ~~fair~~or ~~market~~business ~~value~~that tomay ~~meet~~be ~~the~~financially ~~threshold~~unstable ~~criterion,~~or wein ~~will~~its ~~obtain~~early anstages ~~opinion~~of ~~from~~development anor ~~unaffiliated,~~growth ~~independent~~(such ~~investment banking~~as ~~firm~~a orcompany ~~another independent entity~~ that ~~commonly~~has ~~renders~~begun ~~valuation~~operations ~~opinions~~but onis ~~the~~not ~~type~~yet ofat ~~target business we seek to acquire with respect to~~ the ~~satisfaction~~stage of ~~such~~commercial ~~criterion.~~manufacturing ~~Notwithstanding~~and ~~the foregoing~~sales), ~~unless~~which wewould ~~consummate~~subject aus ~~business combination with an affiliated entity, we are not required~~ to ~~obtain~~the annumerous ~~opinion~~risks ~~from~~inherent anin ~~independent~~such ~~investment~~companies ~~banking~~and ~~firm~~businesses, oralthough ~~another~~we ~~independent~~will ~~entity that~~not ~~commonly~~be ~~renders~~permitted ~~valuation~~to ~~opinions~~effectuate onour ~~the~~initial ~~type of target~~ business wecombination ~~seek~~with toanother ~~acquire,~~blank ~~that~~check ~~the~~company ~~price~~or wea ~~are~~similar ~~paying~~company iswith ~~fair~~nominal ~~to our stockholders~~operations.

~~Lack~~If our initial business combination is paid for using shares or debt securities, or not all of ~~Business~~the ~~Diversification~~funds released from the trust account are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases of our common stock, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

For an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single entity, our lack of diversification may:11

●Table ~~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~~Contents

●We ~~cause~~have usnot identified any acquisition targets. From the period prior to ~~depend~~our onformation through the ~~marketing~~date of our initial public offering, there were no communications, evaluations or discussions between any of our officers, directors or our sponsor and ~~sale~~any of their contacts or relationships regarding a ~~single~~potential ~~product~~initial business combination. Additionally, we have not engaged or ~~limited~~retained ~~number~~any agent or other representative to identify or locate any suitable acquisition candidate. Subject to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of ~~products~~at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, we have virtually unrestricted flexibility in identifying and selecting one or ~~services~~more prospective target businesses. Accordingly, there is no current basis for investors in our company to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, this assessment may not result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.

14We may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation 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. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or Nasdaq, 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 or otherwise.

~~Limited~~Sources ~~Ability~~of ~~to Evaluate the~~ Target’s ~~Management Team~~Businesses

~~Although~~Our weprocess ~~intend to closely scrutinize the management~~ of aidentifying ~~prospective~~acquisition ~~target~~targets ~~business~~will ~~when~~leverage ~~evaluating the desirability of effecting~~ our ~~initial~~management ~~business~~team’s ~~combination~~unique ~~with~~industry ~~that business~~experiences, ~~our assessment~~proven ofdeal ~~the~~sourcing ~~target~~capabilities ~~business’~~and ~~management~~broad ~~may~~and ~~not~~deep ~~prove~~network ~~to be correct. The future role~~ of ~~members~~relationships ~~of our management team, if any,~~ in ~~the~~numerous ~~target business cannot presently be stated with any certainty. Consequently~~industries, ~~members~~including ofexecutives ~~our~~and management ~~team~~teams, ~~may~~private ~~not~~equity ~~become a~~groups ~~part~~and ofother ~~the~~institutional ~~target’s management team~~investors, ~~and~~large ~~the~~business ~~future management may not have the necessary skills~~enterprises, ~~qualifications~~lenders, orinvestment ~~abilities to~~bankers ~~manage~~and aother ~~public~~investment ~~company.~~market ~~Further~~participants, itrestructuring isadvisers, ~~also~~consultants, ~~not~~attorneys ~~certain~~and ~~whether~~accountants, ~~one~~which orwe ~~more~~believe ofshould ~~our~~provide ~~directors~~us ~~will remain associated in some capacity~~ with usa ~~following~~number ~~our~~of ~~initial~~ business combination opportunities. ~~Moreover,~~We ~~members~~expect ofthat ~~our~~the ~~management~~collective ~~team may not have significant~~ experience, orcapability ~~knowledge relating~~and tonetwork ~~the operations~~ of ~~the~~our ~~particular~~founders, ~~target~~directors, ~~business.~~and ~~Our~~officers, ~~key~~combined ~~personnel may not remain in senior management or advisory positions~~ with ~~the~~their ~~combined~~individual ~~company.~~and ~~The~~collective ~~determination~~reputations asin ~~to whether any of our key personnel will remain with~~ the ~~combined~~investment ~~company~~community, will behelp ~~made at~~to ~~the~~create ~~time~~prospective ~~of our initial~~ business combination opportunities.

~~Following~~We ~~our~~anticipate ~~initial~~that target business ~~combination,~~candidates ~~we may~~will ~~seek~~be brought to ~~recruit~~our ~~additional~~attention ~~managers~~from tovarious ~~supplement~~unaffiliated ~~the~~sources, ~~incumbent~~including investment bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the ~~target~~financial ~~business~~community. WeTarget businesses may ~~not~~be ~~have~~brought ~~the~~to ~~ability~~our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also may introduce us to ~~recruit~~ ~~additional~~target ~~managers~~businesses in which they think we may be interested on an unsolicited basis, orsince ~~that~~many ~~additional~~of ~~managers~~these sources will have read the ~~requisite~~prospectus ~~skills~~that we issued in connection with our initial public offering and know what types of businesses we are targeting. Our officers and directors, ~~knowledge~~as well as their affiliates, oralso ~~experience~~may ~~necessary~~bring to ~~enhance the~~our ~~incumbent~~attention ~~management~~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, as well as attending trade shows or conventions.

~~Stockholders~~In ~~May Not~~addition, ~~Have~~we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the ~~Ability~~business relationships of our officers and directors. 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 or other compensation to ~~Approve~~be determined in an ~~Initial Business~~arm’s ~~Combination~~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. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.

In connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may redeem their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us 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. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock voted are voted in favor of the business combination.12

~~Presented~~Table ~~in the table below is a graphic explanation~~ of ~~the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.~~Contents

~~Type~~We ofare ~~Transaction~~not ~~Whether~~prohibited ~~Stockholder~~from ~~Approval~~pursuing an initial business combination with a company that is ~~Required~~affiliated ~~Purchase~~with ofour ~~assets~~sponsor, Noofficers ~~Purchase~~or ofdirectors. ~~stock~~In ofthe ~~target~~event ~~not~~we ~~involving~~seek ato ~~merger~~complete our initial business combination with ~~the~~such a company, Nowe, ~~Merger~~or a committee of ~~target~~independent ~~into~~directors, awould ~~subsidiary~~obtain ofan ~~the~~opinion ~~company~~from Noan ~~Merger~~independent ofinvestment banking firm or another independent entity that commonly renders valuation opinions on the ~~company~~type ~~with~~of target business we seek to acquire that such an initial business combination is fair to our unaffiliated stockholders from a ~~target~~financial ~~Yes~~point of view.

15Selection of a Target Business and Structuring of a Business Combination

~~Under~~Subject ~~Nasdaq’s~~to ~~listing~~the ~~rules~~requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. In any case, we will only consummate an initial business combination in which we become the majority stockholder ~~approval~~ ~~would~~of bethe target (or control the target through contractual arrangements in limited circumstances for regulatory compliance purposes as discussed below) or are otherwise not required to register as an investment company under the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. There is no basis for investors in our company offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. ifTo 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 (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), ~~for~~we ~~example:~~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 may not properly ascertain or assess all significant risk factors.

●In evaluating a prospective target business, we ~~issue~~expect ~~shares~~to ofconduct ~~common~~a ~~stock~~thorough due diligence review that will beencompass, ~~equal~~among toother orthings, inmeetings ~~excess~~with ofincumbent ~~20%~~management and employees, document reviews, interviews of ~~the~~customers ~~number~~and suppliers, inspection of ~~shares~~facilities, as well as a review of ~~our~~financial ~~common~~and ~~stock~~other ~~then~~information ~~outstanding;~~which will be made available to us.

●The ~~any~~time ofrequired to select and evaluate a target business and to structure and complete our ~~directors~~initial business combination, ~~officers~~and orthe ~~substantial~~costs ~~stockholders~~associated ~~(as~~with ~~defined~~this byprocess, ~~Nasdaq~~are ~~rules)~~not ~~has~~currently aascertainable 5%with orany ~~greater~~degree ~~interest~~of ~~(or~~certainty. ~~such~~Any ~~persons~~costs ~~collectively~~incurred ~~have~~with respect to the identification and evaluation of a ~~10%~~prospective ortarget ~~greater~~business ~~interest),~~with ~~directly~~which ora ~~indirectly,~~business combination is not ultimately completed will result in our incurring losses and will reduce the ~~target~~funds ~~business~~we orcan ~~assets~~use to becomplete ~~acquired~~another orbusiness ~~otherwise~~combination. ~~and~~We ~~the~~will ~~present~~not pay any finders or ~~potential~~consulting ~~issuance~~fees to members of ~~common~~our ~~stock~~management ~~could~~team, ~~result~~or inany anof ~~increase~~their inrespective ~~outstanding~~affiliates, ~~common~~for ~~shares~~services rendered to or ~~voting~~in ~~power~~connection ofwith 5%our orinitial ~~more;~~business orcombination.

●Fair ~~the~~Market ~~issuance~~Value ~~or potential issuance~~ of ~~common~~Target ~~stock~~Business ~~will~~or ~~result in our undergoing a change of control.~~Businesses

WeThe ~~chose~~target ~~our~~business ~~net~~or ~~tangible~~businesses ~~asset~~or ~~threshold~~assets ofwith ~~$5,000,001 to~~which ~~ensure~~we ~~that~~effect weour ~~would~~initial ~~avoid~~business ~~being~~combination ~~subject~~must have a collective fair market value equal to ~~Rule 419~~at ~~promulgated~~least ~~under~~80% of the ~~Securities~~value ~~Act.~~of ~~However,~~the iftrust weaccount ~~seek~~(excluding any taxes payable) at the time of the agreement to ~~consummate~~enter an into such initial business combination. ~~with~~If awe acquire less than 100% of one or more target businesses in our initial business ~~that~~combination, ~~imposes~~the ~~any~~aggregate ~~type~~fair ofmarket ~~working~~value ~~capital~~of ~~closing~~the ~~condition~~portion or ~~requires~~portions uswe toacquire ~~have a~~must ~~minimum~~equal ~~amount~~at least 80% of ~~funds~~the ~~available~~value ~~from~~of the trust account ~~upon~~(excluding ~~consummation~~taxes payable) at the time of the agreement to enter into such initial business combination. However, ~~our~~we ~~net~~will ~~tangible~~always ~~asset threshold~~acquire ~~may~~at ~~limit~~least ~~our~~a ~~ability~~controlling interest in a target business. The fair market value of a portion of a target business or assets will likely be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek to consummate ~~such~~our initial business combination ~~(as~~with wean ~~may~~initial betarget ~~required~~business toor ~~have~~businesses with a ~~lesser~~collective ~~number~~fair ofmarket ~~shares redeemed~~value orin ~~sold~~excess toof ~~us)~~the ~~and~~balance ~~may~~in ~~force~~the ustrust account. In order to ~~seek~~consummate ~~third~~such ~~party~~an ~~financing~~initial ~~which~~business combination, we may ~~not~~issue bea ~~available~~significant onamount ~~terms~~of ~~acceptable~~debt, equity or other securities to usthe sellers of such business and/or atseek ~~all. As~~to raise additional funds through a ~~result~~private offering of debt, equity or other securities. If we ~~may~~issue ~~not~~securities bein ~~able~~order to consummate such an initial business combination, ~~and~~our westockholders ~~may~~could ~~not~~end beup ~~able~~owning toa ~~locate~~minority ~~another~~of ~~suitable~~the ~~target within~~combined ~~the~~company’s ~~applicable~~voting ~~time~~securities ~~period,~~as ifthere atis ~~all.~~no ~~Public~~requirement that our stockholders ~~may~~own ~~therefore~~a ~~have~~certain topercentage ~~wait~~of ~~18 months~~our ~~from~~company (or, depending on the ~~closing~~structure of ~~our~~the initial ~~public~~ ~~offering~~business incombination, ~~order~~an toultimate parent company that may be ~~able~~formed) after our business combination. Because we have no specific business combination under consideration, we have not entered into any such arrangement to ~~receive~~issue ~~a pro rata share~~our ofdebt ~~the~~or ~~trust~~equity ~~account~~securities and have no current intention of doing so.

Our initial stockholders and our officers and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, (2) not to redeem any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 258,001, or 2.99%, of the 8,625,000 public shares sold in our initial public offering (including the shares sold pursuant to the underwriters exercise of the over-allotment option) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming that only a quorum was present at the meeting and that the initial stockholders did not purchase any units in our initial public offering or units or shares in the after-market).13

~~None~~Table of our officers, directors, initial stockholders, or their affiliates has indicated any intention to purchase units or shares of common stock in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention to vote, against such proposed business combination, our officers, directors, initial stockholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, initial stockholders, and 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, which are rules designed to stop potential manipulation of a company’s stock.Contents

16The fair market value of a target business or businesses or assets will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value, enterprise value and, where appropriate, upon the advice of appraisers or other professional consultants. Investors will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of a particular target business. If our board of directors is not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire with respect to the satisfaction of such criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire, that the price we are paying is fair to our stockholders.

~~Permitted~~Lack ~~Purchases~~ of ~~Our~~Business ~~Securities~~Diversification

IfFor wean ~~seek~~indefinite ~~stockholder~~period ~~approval~~ of ~~our~~time ~~initial business~~after ~~combination~~consummation ~~and~~of ~~we do not conduct redemptions in connection with~~ our initial business combination, ~~pursuant to~~ the ~~tender~~prospects ~~offer rules,~~for our ~~sponsor,~~success ~~initial stockholders, directors, officers, advisors or their affiliates~~ may ~~purchase~~depend ~~public~~entirely ~~shares~~on ~~or public warrants in privately-negotiated transactions or in~~ the ~~open~~future ~~market~~performance ~~either prior to or following the completion~~ of ~~our~~a ~~initial~~single business ~~combination~~. ~~There~~ isUnlike noother ~~limit~~entities onthat have the ~~number~~resources ofto ~~shares~~complete orbusiness ~~warrants~~combinations ~~our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance~~ with ~~applicable~~multiple ~~law~~entities ~~and Nasdaq rules. However, they have no current commitments, plans or intentions to engage~~ in ~~such~~one ~~transactions and have not formulated any terms~~ or ~~conditions~~several ~~for~~industries, ~~any~~it ~~such~~is ~~transactions.~~probable Ifthat ~~they engage~~we ~~in such transactions, they~~ will not ~~make~~have ~~any such purchases when they are in possession of any material non-public information not disclosed to~~ the ~~seller~~resources ~~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~~diversify ~~tender~~our ~~offer~~operations ~~rules under~~and ~~the~~mitigate ~~Exchange Act or a going-private transaction subject to~~ the ~~going-private~~risks ~~rules under the Exchange Act; however, if the purchasers determine at the time~~ of ~~any~~being ~~such purchases~~in ~~that~~a ~~the~~single ~~purchases~~line ~~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~~business. ~~None~~ ofBy ~~the~~consummating ~~funds~~our ~~held~~initial inbusiness ~~the~~combination ~~trust~~with ~~account~~only ~~will~~a besingle ~~used~~entity, toour ~~purchase~~lack ~~shares or public warrants in such transactions prior to completion~~ of ~~our~~diversification ~~initial business combination.~~may:

We● ~~will~~subject ~~adopt~~us ~~an insider trading policy which will require insiders~~ to: ~~(i) refrain~~negative ~~from~~economic, ~~purchasing~~competitive, ~~our~~and ~~securities~~regulatory ~~during~~developments, ~~certain blackout periods when they are in possession of~~ any ~~material~~or ~~non-public information and (ii) clear~~ all ~~trades~~ of ~~company~~which ~~securities~~may ~~with~~have a ~~compliance~~substantial ~~officer~~adverse ~~prior~~impact toon ~~execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to,~~ the ~~timing~~particular ~~and~~industry ~~size~~in ofwhich ~~such~~we ~~purchases.~~operate ~~Depending~~after ~~on such circumstances,~~ our ~~insiders may~~initial ~~either~~business ~~make~~combination, ~~such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.~~and

~~The~~● ~~purpose~~cause ofus ~~any such purchases of shares could be~~ to ~~vote~~depend ~~such~~on ~~shares in favor of~~ the ~~initial~~marketing ~~business combination~~ and ~~thereby~~sale ~~increase the likelihood~~ of ~~obtaining stockholder approval of the initial business combination or to satisfy~~ a ~~closing~~single ~~condition~~product ~~in an agreement with a target that requires us to have a minimum net worth~~ or alimited 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~~products ~~warrants outstanding~~ or ~~to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination~~services. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~Our~~Limited ~~sponsor,~~Ability officers, directors and/or any of 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 tendered 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~~Evaluate ~~their shares for a pro rata share of~~ the ~~trust~~Target’s ~~account or~~Management vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination. Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.Team

~~Any~~Although ~~purchases~~we byintend ~~our~~to ~~sponsor,~~closely ~~officers,~~scrutinize ~~directors and/or~~the ~~their~~management ~~affiliates~~of ~~who~~a ~~are~~prospective ~~affiliated~~target ~~purchasers~~business ~~under~~when ~~Rule 10b-18~~evaluating ~~under~~ the ~~Exchange~~desirability ~~Act~~of ~~will~~effecting beour ~~made~~initial ~~only~~business tocombination with that business, our assessment of the ~~extent~~target ~~such purchases~~business’ ~~are~~management ~~able~~may not prove to be ~~made~~correct. inThe ~~compliance~~future ~~with~~role ~~Rule 10b-18~~of members of our management team, ~~which~~if isany, ain ~~safe~~the ~~harbor~~target ~~from~~business ~~liability~~cannot ~~for~~presently ~~manipulation~~be ~~under~~stated ~~Section 9(a)(2) and Rule 10b-5~~with any certainty. Consequently, members of ~~the~~our ~~Exchange~~management ~~Act.~~team ~~Rule 10b-18~~may ~~has~~not ~~certain~~become ~~technical~~a ~~requirements~~part ~~that~~of ~~must~~the betarget’s ~~complied~~management ~~with~~team, ~~for~~and the ~~safe~~future ~~harbor to~~management bemay ~~available~~not tohave the ~~purchaser.~~necessary ~~Our~~skills, ~~sponsor~~qualifications, ~~officers~~or abilities to manage a public company. Further, ~~directors~~it ~~and/~~is also not certain whether one or ~~their~~more ~~affiliates~~of our directors will ~~not~~remain ~~make~~associated ~~purchases~~in some capacity with us following our initial business combination. Moreover, members of ~~common~~our ~~stock~~management ~~if the~~team ~~purchases~~may ~~would~~not ~~violate~~have ~~Section 9(a)(2)~~ significant experience or ~~Rule 10b-5~~knowledge relating to the operations of the ~~Exchange~~particular ~~Act~~target business. ~~Any~~Our ~~such~~key ~~purchases~~personnel ~~will~~may benot ~~reported~~remain ~~pursuant to~~in ~~Section 13~~senior ~~and~~management ~~Section 16~~or ofadvisory positions with the ~~Exchange~~combined ~~Act~~company. The determination as to whether any of our key personnel will remain with the ~~extent~~combined ~~such~~company ~~purchases~~will ~~are~~be ~~subject~~made toat ~~such~~the ~~reporting~~time ~~requirements~~of our initial business combination.

17Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We may not 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.

~~Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination~~14

WeTable ~~will provide our public stockholders with the opportunity to redeem all or a portion~~ of their shares of common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.20 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.Contents

~~Manner~~Stockholders ofMay ~~Conducting~~Not ~~Redemptions~~Have the Ability to Approve an Initial Business Combination

WeIn connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may redeem their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to ~~redeem~~sell ~~all~~their orpublic ashares ~~portion~~to us by means of ~~their~~a ~~public~~tender ~~shares~~offer ~~upon~~(and thereby avoid the ~~completion~~need for a stockholder vote) for an amount equal to their pro rata share of ~~our~~the ~~initial~~aggregate ~~business~~amount ~~combination~~then ~~either~~on deposit in the trust account (inet of taxes payable) , in ~~connection~~ ~~with~~each acase ~~stockholder~~subject ~~meeting~~to ~~called~~the tolimitations ~~approve~~described herein. Notwithstanding the foregoing, our initial ~~business~~stockholders ~~combination~~have oragreed, ~~(ii) without~~pursuant ato ~~stockholder~~written ~~vote~~letter agreements with us, not to redeem any public shares held by ~~means~~ them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed ~~initial~~ business combination or ~~conduct a~~will ~~tender~~allow ~~offer~~stockholders ~~will~~to besell ~~made~~their byshares to us, ~~solely~~ in ~~our~~a ~~discretion,~~tender ~~and~~offer will be made by us 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. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under ~~applicable~~the ~~law~~SEC’s orproxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock ~~exchange~~voted ~~listing requirements~~are voted in favor of the business combination.

~~Asset~~Presented ~~acquisitions~~in ~~and~~the ~~stock~~table ~~purchases~~below ~~would~~is ~~not typically~~a ~~require~~graphic ~~stockholder~~explanation ~~approval~~of ~~while~~the ~~direct~~types ~~mergers~~of ~~with~~initial ~~our~~business ~~company~~combinations ~~where~~ we domay ~~not~~consider ~~survive~~ and ~~any~~whether ~~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. Sois ~~long~~currently asrequired weunder ~~obtain~~Delaware ~~and~~law ~~maintain a listing~~ for ~~our~~each ~~securities~~such ~~on Nasdaq, we will be required to comply with Nasdaq’s stockholder approval rules~~transaction.

~~The~~ ~~requirement~~ ~~that~~ we ~~provide~~Whether ~~our~~ ~~public~~ ~~stockholders with~~Stockholder ~~the~~ ~~opportunity~~ toApproval ~~redeem~~is ~~their~~Type ~~public shares by one~~ of ~~the~~Transaction ~~two~~ ~~methods~~Required ~~listed~~Purchase ~~above~~of ~~will~~assets beNo ~~contained~~ in ~~provisions~~ Purchase of ~~our~~stock ~~amended and restated certificate~~ of ~~incorporation~~target ~~and will apply whether or~~ not weinvolving ~~maintain~~a ~~our~~merger ~~registration~~with ~~under~~ the ~~Exchange~~company ~~Act~~No or ~~our~~ ~~listing on~~ ~~Nasdaq.~~Merger ~~Such~~of ~~provisions~~target ~~may~~into bea ~~amended~~subsidiary ifof ~~approved~~the bycompany aNo ~~majority~~ of ~~the~~ ~~holders~~Merger of ~~our~~the ~~common~~company ~~stock~~with ~~entitled~~a totarget ~~vote thereon.~~Yes

~~If we provide our public stockholders with the opportunity to redeem their public shares in connection with a stockholder meeting, we will:~~

•Under ~~conduct~~Nasdaq’s ~~the~~listing ~~redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act~~rules, ~~which~~stockholder ~~regulates~~approval ~~the~~would ~~solicitation~~be ofrequired ~~proxies,~~for ~~and~~our ~~not~~initial ~~pursuant~~business tocombination ~~the tender offer rules~~if, ~~and~~for example:

•● ~~file~~we ~~proxy~~issue ~~materials~~shares ~~with~~of common stock that will be equal to or in excess of 20% of the ~~SEC.~~number of shares of our common stock then outstanding;

If● weany ~~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 towards this quorum and, pursuant to the letter agreement, our ~~sponsor~~directors, officers ~~and~~ ~~directors have agreed to vote their founder shares and any public shares purchased during~~ or ~~after~~substantial ~~our~~stockholders ~~initial public offering~~ (~~including in~~as ~~open~~defined ~~market~~by ~~and~~Nasdaq ~~privately-negotiated transactions~~rules) inhas ~~favor~~a of5% ~~our~~or ~~initial~~greater ~~business~~interest ~~combination.~~(or ~~For~~such ~~purposes~~persons ofcollectively ~~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~~10% isor ~~obtained.~~greater ~~As a result~~interest), indirectly ~~addition to our initial stockholders’ founder shares, we would need only 258,001,~~ or ~~2.99%,~~ ~~of the 8~~indirectly,~~625,000~~ ~~public shares sold~~ in ~~our initial public offering (including~~ the ~~shares~~target ~~sold~~business ~~pursuant~~or toassets ~~the underwriters exercise of the over-allotment option)~~ to be ~~voted~~acquired inor ~~favor~~otherwise ~~of an initial business combination in order to have our initial business combination approved (assuming that only a quorum was present at the meeting~~ and ~~that~~ the ~~initial~~present ~~stockholders did not purchase any units in our initial public offering~~ or ~~units~~ orpotential ~~shares~~issuance ~~in the after-market). We intend to give not less than 10 days’ nor more than 60 days’ prior written notice~~ of ~~any~~common ~~such~~stock ~~meeting,~~could ifresult ~~required,~~in atan ~~which~~increase ain ~~vote~~outstanding ~~shall~~common beshares ~~taken~~or ~~to approve our initial business combination. These quorum and~~ voting ~~thresholds,~~power ~~and the voting agreements~~ of ~~our~~5% ~~initial~~or ~~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 or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.~~

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

~~If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:~~15

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

•We ~~file~~chose ~~tender~~our ~~offer~~net ~~documents~~tangible ~~with~~asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the ~~SEC~~Securities ~~prior~~Act. However, if we seek to ~~completing~~consummate ~~our~~an initial business combination, ~~which~~with ~~contain~~a ~~substantially~~target ~~the~~business ~~same~~that ~~financial~~imposes ~~and~~any ~~other~~type ~~information~~of ~~about~~working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, ~~and~~our ~~the~~net ~~redemption~~tangible ~~rights~~asset threshold may limit our ability to consummate such initial business combination (as iswe may be required ~~under~~to ~~Regulation~~have ~~14A~~a lesser number of shares redeemed or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the ~~Exchange~~applicable ~~Act~~time period, ~~which~~if ~~regulates~~at all. Public stockholders may therefore have to wait 18 months from the ~~solicitation~~closing of ~~proxies~~our initial public offering in order to be able to receive a pro rata share of the trust account.

InOur ~~the~~initial ~~event~~stockholders weand ~~conduct~~our ~~redemptions~~officers ~~pursuant~~and ~~to the~~directors ~~tender~~have ~~offer~~agreed ~~rules,~~(1) ~~our offer~~ to ~~redeem~~vote ~~will~~any ~~remain~~shares ~~open~~of ~~for~~common atstock ~~least~~owned 20by ~~business~~them ~~days,~~ in ~~accordance~~favor ~~with~~of ~~Rule 14e-1(a) under the~~any ~~Exchange~~proposed ~~Act~~business combination, ~~and~~(2) ~~we will~~ not ~~be permitted~~ to ~~complete~~redeem ~~our~~any ~~initial~~shares ~~business~~of ~~combination~~common ~~until~~stock ~~the~~in ~~expiration~~connection ofwith ~~the~~a ~~tender~~stockholder ~~offer~~vote ~~period. In~~to ~~addition,~~approve ~~the~~a ~~tender~~proposed ~~offer~~initial ~~will~~business becombination ~~conditioned~~and on(3) ~~public stockholders~~ not ~~tendering~~sell ~~more~~any ~~than~~shares ~~a specified number~~ of ~~public~~common ~~shares, which~~stock ~~number~~in ~~will~~any betender ~~based~~in onconnection ~~the~~with ~~requirement~~a ~~that~~proposed weinitial ~~will~~business ~~only~~combination. ~~redeem~~As ~~our~~a ~~public~~result, ~~shares~~in soaddition ~~long~~to asour ~~(after~~initial ~~such~~stockholders’ ~~redemption)~~founder ~~our~~shares, ~~net~~we ~~tangible assets~~would ~~will~~need beonly ~~at least $5~~258,~~000,~~001, ~~either immediately prior to~~ or ~~upon~~2.99%, ~~consummation~~ of ~~our~~the ~~initial~~8,625,000 ~~business~~public ~~combination~~shares ~~and~~sold ~~after~~in ~~payment of~~our ~~deferred~~initial ~~underwriters’~~public ~~fees~~offering ~~and commissions~~ (soincluding ~~that~~the weshares ~~are~~sold ~~not~~pursuant ~~subject~~ to the ~~SEC’s~~underwriters ~~“penny~~exercise ~~stock”~~of ~~rules)~~the ~~or any~~over-allotment ~~greater~~option) ~~net~~to ~~tangible~~be ~~asset~~voted orin ~~cash~~favor ~~requirement~~of ~~that~~an ~~may~~initial bebusiness ~~contained~~combination in ~~the~~order ~~agreement relating~~ to have our initial business combination~~. If~~ ~~public~~approved ~~stockholders~~(assuming ~~tender~~that ~~more~~only ~~shares~~a ~~than~~quorum wewas ~~have~~present ~~offered~~at tothe ~~purchase,~~meeting weand ~~will~~that ~~withdraw~~ the ~~tender~~initial ~~offer~~stockholders ~~and~~did not ~~complete~~purchase ~~the~~any units in our initial ~~business~~ ~~combination~~public offering or units or shares in the after-market).

~~Upon~~None ~~the public announcement~~ of our officers, directors, initial ~~business combination~~stockholders, ifor wetheir ~~elect~~affiliates tohas ~~conduct~~indicated ~~redemptions~~any ~~pursuant~~intention to purchase units or shares of common stock in the ~~tender~~open ~~offer~~market ~~rules~~or in private transactions. However, if we orhold ~~our~~a ~~sponsor~~meeting ~~will~~to ~~terminate~~approve ~~any~~a ~~plan~~proposed ~~established in~~business ~~accordance~~combination ~~with~~and ~~Rule 10b5-1~~a significant number of stockholders vote, or indicate an intention to ~~purchase~~vote, ~~shares~~against ofsuch proposed business combination, our ~~common~~officers, ~~stock~~directors, initial stockholders or their affiliates could make such purchases in the open market, or in private transactions in order to ~~comply~~influence ~~with~~the vote. Notwithstanding the foregoing, our officers, directors, initial stockholders, and their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule ~~14e~~ 10b-5 ~~under~~ of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

WePermitted ~~intend~~Purchases to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of ~~proxy~~Our materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, 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. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public stockholders who elected to redeem their shares.Securities

19If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares or warrants our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material 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 shares or public warrants in such transactions prior to completion of our initial business combination.

~~Our~~We ~~amended~~will ~~and~~adopt ~~restated~~an ~~certificate~~insider oftrading ~~incorporation provides~~policy ~~that~~which we will ~~only~~require ~~redeem~~insiders ~~our~~to: ~~public shares so long as~~ (~~after such redemption~~i) ~~our~~refrain ~~net~~from ~~tangible~~purchasing ~~assets~~our ~~will~~securities beduring atcertain ~~least~~blackout ~~$5,000,001 either~~periods ~~immediately~~when ~~prior~~they toare orin ~~upon~~possession ~~consummation~~ of ~~our~~any ~~initial~~material ~~business~~non-public ~~combination~~information and ~~after payment of deferred underwriters’ fees and commissions~~ (~~so that we are not subject to the SEC’s “penny stock” rules~~ii) orclear ~~any~~all ~~greater~~trades ~~net~~of ~~tangible~~company ~~asset or~~securities ~~cash~~with ~~requirement~~a ~~which~~compliance ~~may~~officer beprior ~~contained in the agreement relating~~ to ~~our initial business combination~~execution. ~~For~~We ~~example,~~cannot ~~the~~currently ~~proposed~~determine ~~initial business~~whether ~~combination~~our ~~may~~insiders ~~require:~~will ~~(i) cash~~make ~~consideration~~such topurchases bepursuant ~~paid~~ to ~~the~~a ~~target~~Rule or10b5-1 ~~its owners~~plan, ~~(ii) cash~~as toit will be ~~transferred to~~dependent ~~the~~upon ~~target~~several ~~for~~factors, ~~working~~including ~~capital~~but ornot ~~other~~limited ~~general~~to, ~~corporate purposes or (iii)~~ the ~~retention~~timing ofand ~~cash~~size ~~to satisfy other conditions in accordance with the terms~~ of ~~the~~such ~~proposed initial business combination~~purchases. InDepending ~~the~~on ~~event~~such ~~the~~circumstances, ~~aggregate~~our ~~cash~~insiders ~~consideration~~may weeither ~~would~~make besuch ~~required to~~purchases ~~pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions~~ pursuant to ~~the terms of the proposed initial business combination exceed the aggregate amount of cash available~~ to ~~us,~~a weRule ~~will~~10b5-1 ~~not~~plan ~~complete the initial business combination~~ or ~~redeem~~determine ~~any~~that ~~shares,~~such ~~and~~a ~~all~~plan ~~shares~~is ofnot ~~common stock submitted for redemption will be returned to the holders thereof~~necessary.

~~Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval~~16

~~Notwithstanding~~Table ~~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 our initial public, 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 our 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 our 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.Contents

~~Delivering~~The ~~Stock~~purpose ~~Certificates~~of any such purchases of shares could be to vote such shares in ~~Connection~~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 ~~Exercise~~closing of ~~Redemption~~ ~~Rights~~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 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.

AsOur ~~described~~sponsor, ~~above~~officers, wedirectors ~~intend~~and/or toany ~~require~~of ~~our public stockholders seeking to exercise~~ their ~~redemption~~affiliates ~~rights,~~anticipate ~~whether~~that they ~~are~~may ~~record~~identify ~~holders~~the orstockholders ~~hold~~with ~~their~~whom ~~shares~~our ~~in “street name~~sponsor,~~” to,~~ ~~at the holder’s option~~officers, ~~either~~directors ~~deliver~~or their ~~stock~~affiliates ~~certificates~~may topursue ~~our~~privately ~~transfer~~negotiated ~~agent~~purchases orby ~~deliver~~either ~~their shares to our transfer agent electronically using~~ the ~~Depository~~stockholders ~~Trust~~contacting ~~Company’s~~us ~~DWAC~~directly ~~(Deposit/Withdrawal~~or Atby ~~Custodian)~~our ~~system,~~receipt ~~prior~~of toredemption ~~the~~requests ~~date~~tendered ~~set~~by ~~forth in~~stockholders ~~the~~following ~~proxy~~our ~~materials~~mailing ~~or tender offer documents, as applicable. In the case~~ of proxy materials, ~~this~~in ~~date~~connection ~~may~~with beour upinitial ~~to two~~ business ~~days prior~~combination. toTo the ~~vote~~extent onthat ~~the~~our ~~proposal~~sponsor, toofficers, ~~approve~~directors, ~~the initial business combination. In addition~~advisors, ifor wetheir ~~conduct~~affiliates ~~redemptions~~enter ininto ~~connection with~~ a ~~stockholder~~private ~~vote~~purchase, wethey ~~intend~~would toidentify ~~require~~and acontact ~~public~~only ~~stockholder~~potential ~~seeking~~selling ~~redemption~~stockholders ofwho ~~its~~have ~~public~~expressed ~~shares~~their election to ~~also~~redeem ~~submit~~their ashares ~~written request~~ for ~~redemption~~a topro ~~our~~rata ~~transfer~~share ~~agent~~of ~~two~~the ~~business~~trust ~~days~~account ~~prior~~or ~~to the~~ vote inagainst ~~which~~our ~~the~~initial ~~name~~business ofcombination, ~~the~~whether ~~beneficial~~or ~~owner~~not of such ~~shares~~stockholder ishas ~~included. The~~already ~~proxy~~submitted ~~materials~~a orproxy ~~tender~~with ~~offer~~respect ~~documents, as applicable, that we will furnish~~ to ~~holders of~~ our ~~public shares in connection with our~~ initial business combination. ~~will~~Such ~~indicate~~persons ~~whether~~would weselect ~~are~~the ~~requiring~~stockholders ~~public~~from ~~stockholders~~whom to ~~satisfy~~acquire ~~such~~shares ~~delivery~~based ~~requirements.~~on ~~Accordingly, a~~the ~~public~~number ~~stockholder~~of ~~would~~shares ~~have~~available, upthe tonegotiated ~~two~~price ~~business~~per ~~days~~share ~~prior~~and tosuch ~~the~~other ~~vote~~factors onas ~~the~~any ~~initial~~such ~~business~~person ~~combination~~may ifdeem werelevant ~~distribute~~at ~~proxy materials, or from~~ the time weof ~~send~~purchase. ~~out~~The ~~our~~price ~~tender~~per ~~offer~~share ~~materials~~paid ~~until~~in ~~the~~any ~~close~~such oftransaction ~~the~~may ~~tender~~be ~~offer~~different ~~period,~~than asthe ~~applicable,~~amount toper ~~submit~~share ora ~~tender its~~public ~~shares~~stockholder would receive if it ~~wishes~~elected to ~~seek~~redeem ~~to exercise~~ its ~~redemption~~shares ~~rights.~~in Inconnection ~~the event that a stockholder fails to comply~~ with ~~these~~our orinitial ~~any~~business ~~other procedures~~combination. ~~disclosed~~Our insponsor, ~~the proxy or tender offer materials~~officers, ~~as applicable~~directors, ~~its~~advisors ~~shares~~or ~~may~~their ~~not~~affiliates bewill ~~redeemed.~~only ~~Given~~purchase ~~the~~shares ~~relatively~~if ~~short exercise~~such ~~period,~~purchases itcomply iswith ~~advisable~~Regulation ~~for~~M ~~stockholders~~under tothe ~~use~~Exchange ~~electronic~~Act ~~delivery~~and ofthe ~~their~~other ~~public~~federal ~~shares~~securities laws.

20Any purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be made only 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 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.

~~There~~Redemption isRights afor ~~nominal~~Public ~~cost~~Stockholders ~~associated~~upon ~~with~~Completion ~~the above-referenced process and the act~~ of ~~certificating~~our ~~the~~Initial ~~shares~~Business or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or 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.Combination

~~Any~~We ~~request~~will provide our public stockholders with the opportunity to redeem ~~such~~all ~~shares,~~or ~~once~~a ~~made, may~~portion beof ~~withdrawn~~their atshares ~~any~~of ~~time~~common upstock toupon the ~~date~~completion ~~set~~of ~~forth~~our ininitial ~~the~~business ~~proxy~~combination ~~materials~~at ora ~~tender~~per-share ~~offer documents~~price, aspayable ~~applicable.~~in ~~Furthermore~~cash, ~~if a~~equal ~~holder~~to ofthe aaggregate ~~public~~amount ~~share~~then ~~delivered~~on ~~its~~deposit ~~certificate~~ in ~~connection~~the ~~with~~trust anaccount ~~election~~as of ~~redemption~~two ~~rights~~business ~~and~~days ~~subsequently decides~~ prior to the ~~applicable~~consummation ~~date~~of the initial business combination including interest earned on the funds held in the trust account and not previously released to ~~elect~~us to ~~exercise~~pay ~~such~~our ~~rights~~taxes, ~~such~~divided ~~holder~~by ~~may~~the ~~simply~~number ~~request~~of ~~that~~then ~~the~~outstanding ~~transfer~~public ~~agent~~shares, ~~return~~subject to the ~~certificate (physically~~limitations ordescribed ~~electronically)~~herein. ItThe isamount ~~anticipated~~in ~~that~~ the ~~funds~~trust toaccount beis ~~distributed~~initially anticipated to ~~holders~~be ofapproximately ~~our~~$10.20 per public ~~shares~~share. ~~electing~~The per-share amount we will distribute to investors who properly redeem their shares will not be ~~distributed~~reduced ~~promptly~~by ~~after~~deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

IfManner 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~~Conducting ~~trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.~~Redemptions

IfWe will provide our ~~initial~~public ~~proposed~~stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination is ~~not~~either ~~completed,~~(i) wein ~~may~~connection ~~continue~~with a stockholder meeting called to ~~try~~approve the initial business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to ~~complete~~whether anwe will seek stockholder approval of a proposed initial business combination ~~with~~or conduct a ~~different~~tender ~~target~~offer ~~until~~will ~~18 months~~be ~~from~~ made by us, solely in our discretion, and will be based on a variety of factors such as the ~~closing~~timing of ~~our~~the ~~initial~~transaction ~~public~~and ~~offering~~whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements.

~~Redemption of Public Shares and Liquidation if no Initial Business Combination~~17

~~Our~~Table ~~amended and restated certificate~~ of incorporation provides that we will have only 18 months from the closing of our initial public offering to complete our initial business combination. If we are unable to complete our initial business combination within such 18-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 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 our 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period.Contents

~~Our~~Asset ~~sponsor,~~acquisitions ~~officers~~ and ~~directors~~stock ~~have~~purchases ~~entered into~~would anot ~~letter~~typically ~~agreement~~require ~~with~~stockholder ~~us,~~approval ~~pursuant~~while todirect ~~which~~mergers ~~they~~with ~~have~~our ~~waived~~company ~~their~~where ~~rights~~we todo ~~liquidating~~not ~~distributions~~survive ~~from~~and ~~the~~any ~~trust~~transactions ~~account~~where ~~with respect~~we toissue ~~any~~more ~~founder~~than ~~shares~~20% ~~held~~of byour ~~them~~outstanding ifcommon westock ~~fail~~or seek to ~~complete~~amend our ~~initial~~amended ~~business~~and ~~combination~~restated ~~within~~certificate ~~18 months from the closing~~ of ~~our~~incorporation ~~initial~~would ~~public~~require ~~offering~~stockholder approval. ~~However,~~So iflong ~~our~~as ~~sponsor,~~we ~~officers,~~obtain orand ~~directors~~maintain ~~acquire~~a ~~public~~listing ~~shares~~for ~~in or after~~ our ~~initial~~securities ~~public offering~~on Nasdaq, ~~they~~we will be ~~entitled~~required to ~~liquidating~~comply ~~distributions from the trust account~~ with ~~respect~~Nasdaq’s tostockholder ~~such~~approval ~~public shares if we fail to complete our initial business combination within the allotted 18-month time period~~rules.

21The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a majority of the holders of our common stock entitled to vote thereon.

~~Our~~If sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. ~~However,~~in weconnection will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with ~~respect~~a tostockholder ~~an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above)~~meeting, we ~~would not proceed with the amendment or the related redemption of our public shares at such time.~~will:

We● ~~expect~~conduct ~~that~~the ~~all~~redemptions ~~costs~~in ~~and~~conjunction ~~expenses associated~~ with ~~implementing~~a ~~our~~proxy ~~plan~~solicitation ofpursuant ~~dissolution, as well as payments~~ to ~~any~~Regulation ~~creditors,~~14A ~~will be funded from amounts remaining out~~ of the ~~approximately $1,750,000~~Exchange ~~of proceeds held outside the trust account~~Act, ~~although~~which weregulates ~~cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on~~ the ~~proceeds~~solicitation ~~held~~of ~~in the trust account to pay any tax obligations we may owe. However~~proxies, 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~~pursuant to ~~pay taxes on interest income earned on~~ the ~~trust~~tender ~~account~~offer ~~balance~~rules, 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● wefile ~~were~~proxy tomaterials ~~expend~~with ~~all of~~ the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10SEC.20. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.20. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Although~~If we seek stockholder approval, we will ~~seek~~complete toour ~~have~~initial ~~all~~business ~~vendors,~~combination ~~service providers,~~only ~~prospective~~if ~~target~~a ~~businesses~~majority ~~and~~of ~~other~~the ~~entities~~outstanding ~~with~~shares ~~which~~of wecommon dostock ~~business~~voted ~~execute~~are ~~agreements~~voted ~~with~~in usfavor ~~waiving~~of ~~any~~the ~~right,~~initial ~~title, interest~~business orcombination. ~~claim~~A quorum for such meeting will consist of ~~any~~the ~~kind~~holders present in person or toby ~~any~~proxy ~~monies~~of ~~held~~shares inof ~~the~~outstanding ~~trust~~capital ~~account~~stock ~~for~~of the ~~benefit~~Company representing a majority of ~~our~~the ~~public~~voting ~~stockholders,~~power ~~such~~of ~~parties~~all ~~may not~~outstanding ~~execute~~shares ~~such~~of ~~agreements~~capital orstock ~~even~~of ifthe ~~they~~Company ~~execute~~entitled ~~such~~to ~~agreements,~~vote ~~they~~at ~~may~~such ~~not~~meeting. beOur ~~prevented~~initial ~~from~~stockholders ~~bringing~~will ~~claims~~count ~~against~~towards ~~the~~this ~~trust account,~~quorum ~~including~~and, ~~but~~pursuant ~~not~~to ~~limited~~the toletter agreement, ~~fraudulent~~our ~~inducement~~sponsor, ~~breach~~officers ofand ~~fiduciary~~directors ~~responsibility~~have oragreed ~~other~~to ~~similar~~vote ~~claims,~~their asfounder ~~well~~shares ~~as claims~~and ~~challenging~~any ~~the~~public ~~enforceability~~shares ofpurchased ~~the~~during ~~waiver,~~or inafter ~~each~~our ~~case~~initial inpublic ~~order~~offering to(including ~~gain~~in ~~advantage~~open ~~with~~market ~~respect~~and toprivately-negotiated atransactions) ~~claim~~in ~~against~~favor of our ~~assets, including~~initial ~~the~~business ~~funds~~combination. ~~held~~For inpurposes ~~the~~of ~~trust~~seeking ~~account.~~approval Ifof ~~any~~the ~~third~~majority ~~party~~of ~~refuses~~our tooutstanding ~~enter~~shares ~~into~~of ancommon ~~agreement~~stock ~~waiving~~voted, ~~such~~non-votes ~~claims~~will tohave ~~the~~no ~~monies held~~effect inon the ~~trust~~approval ~~account,~~of our ~~management~~initial ~~will~~business ~~consider~~combination ~~whether~~once ~~competitive~~a ~~alternatives~~quorum ~~are~~is ~~reasonably~~obtained. ~~available~~As a result, in addition to ~~the~~our ~~Company~~initial stockholders’ founder shares, ~~and will~~we would need only ~~enter~~258,001, ~~into~~or an2.99%, ~~agreement~~of ~~with~~the ~~such~~8,625,000 ~~third~~public ~~party~~shares ifsold in our ~~management~~initial ~~believes~~public ~~that~~offering ~~such~~(including ~~third~~the ~~party’s~~shares ~~engagement~~sold ~~would~~pursuant beto in the ~~best~~underwriters ~~interests~~exercise of the ~~Company~~over-allotment ~~under~~option) ~~the~~to ~~circumstances.~~be ~~Examples~~voted in favor of ~~possible~~an ~~instances~~initial ~~where~~business wecombination ~~may~~in ~~engage~~order ato ~~third~~have ~~party~~our ~~that~~initial ~~refuses to~~business ~~execute~~combination approved (assuming that only a ~~waiver~~quorum ~~include~~was present at the ~~engagement~~meeting ofand athat ~~third-party~~the ~~consultant~~initial ~~whose~~stockholders ~~particular~~did ~~expertise~~not purchase any units in our initial public offering or ~~skills~~units ~~are~~or ~~believed~~shares byin ~~management to~~the beafter-market). ~~significantly~~We ~~superior~~intend to ~~those~~give ofnot ~~other~~less ~~consultants~~than ~~that~~10 ~~would~~days’ ~~agree~~nor tomore ~~execute~~than a60 ~~waiver~~days’ orprior inwritten ~~cases~~notice ~~where~~of ~~management~~any issuch ~~unable to~~meeting, ~~find~~if required, at which a ~~service~~vote ~~provider~~shall ~~willing~~be taken to ~~execute~~approve aour ~~waiver~~initial business combination. ~~Marcum~~These ~~LLP~~quorum and voting thresholds, and the voting agreements of our ~~independent~~initial ~~registered~~stockholders, may make it more likely that we will consummate our initial business combination. Each public ~~accounting~~stockholder ~~firm,~~may ~~and~~elect ~~the~~to ~~underwriters~~ redeem its public shares irrespective of whether they vote for or against the ~~offering~~proposed ~~will~~transaction ~~not~~or ~~execute~~whether ~~agreements~~they ~~with~~were usa ~~waiving~~stockholder ~~such~~on ~~claims~~the torecord date for the ~~monies~~stockholder meeting held into approve the ~~trust~~proposed ~~account~~transaction.

22If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:

In● ~~addition,~~conduct ~~there is no guarantee that such entities will agree to waive any claims they may have in~~ the ~~future~~redemptions aspursuant a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to ~~complete~~ ~~our~~Rule 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 10 years following redemption. Accordingly, the per13e-~~share~~4 redemption amount received by public stockholders could be less than the $10.20 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 our initial public offering prospectus forms a part, our sponsor has agreed that it will be liable to us if and toRegulation ~~the~~14E ~~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~~Exchange of funds in the trust account to below the lesser of (i) $10.20 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 $10.20 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 our initial public offering against certain liabilities, including liabilities under the Securities Act~~. However~~, wewhich ~~have~~regulate ~~not~~issuer ~~asked our~~tender ~~sponsor to reserve for such indemnification obligations~~offers, ~~nor have we independently verified whether our sponsor has sufficient funds to satisfy their 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 $10.20 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 or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

In● ~~the~~file ~~event~~tender ~~that~~offer ~~the~~documents ~~proceeds~~with in the ~~trust~~SEC ~~account are~~prior ~~reduced below (i) $10.20 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~~completing ~~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~~initial 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~~combination, ~~for~~which ~~example,~~contain ~~the~~substantially ~~cost of such legal action is deemed by~~ the ~~independent~~same ~~directors to~~financial beand ~~too~~other ~~high~~information ~~relative~~about to the ~~amount~~initial ~~recoverable~~business orcombination ifand the ~~independent~~redemption ~~directors~~rights ~~determine~~as ~~that a favorable outcome~~ is ~~not~~required ~~likely.~~under ~~We have~~Regulation ~~not~~14A asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations and believe that our sponsor’s only assets are securities of ~~our~~the ~~company.~~Exchange ~~Accordingly~~Act, wewhich ~~cannot~~regulates ~~assure you that due to claims of creditors~~ the ~~actual~~solicitation ~~value~~ of ~~the per-share redemption price will not be less than $10~~proxies.~~20 per public share.~~

WeIn ~~will seek to reduce~~ the ~~possibility~~event ~~that~~we ~~our sponsor~~conduct ~~will~~redemptions ~~have~~pursuant to ~~indemnify~~ the ~~trust~~tender ~~account~~offer ~~due~~rules, toour ~~claims~~offer ~~of creditors by endeavoring~~ to ~~have~~redeem ~~all~~will ~~vendors,~~remain ~~service~~open ~~providers,~~for ~~prospective target~~at ~~businesses~~least or20 ~~other entities with which we do~~ business ~~execute agreements with us waiving any right~~days, ~~title, interest or claim of any kind~~ in oraccordance towith ~~monies~~Rule ~~held~~14e-1(a) inunder the ~~trust~~Exchange ~~account.~~Act, ~~Our~~and ~~sponsor~~we will ~~also~~ not be ~~liable~~permitted as to ~~any~~complete ~~claims~~our ~~under~~initial ~~our~~business ~~indemnity~~combination ofuntil the ~~underwriters~~ expiration of ~~our~~the ~~initial~~tender ~~public~~offer ~~offering~~period. ~~against~~In ~~certain liabilities~~addition, ~~including~~the ~~liabilities~~tender ~~under~~offer ~~the~~will ~~Securities~~be ~~Act.~~conditioned Weon ~~will~~public ~~have~~stockholders ~~access~~not totendering ~~up to~~more ~~approximately~~than ~~$1,750,000~~a ~~from~~specified ~~the~~number ~~proceeds~~ of ~~our~~public ~~initial~~shares, ~~public~~which ~~offering~~number ~~held~~will ~~outside~~be ~~the~~based ~~trust~~on ~~account~~the ~~with~~requirement ~~which~~that towe ~~pay~~will ~~any~~only ~~such potential~~redeem ~~claims~~our ~~(including~~public ~~costs~~shares ~~and~~so ~~expenses~~long ~~incurred~~as in(after ~~connection~~such ~~with~~redemption) our ~~liquidation,~~net ~~currently~~tangible ~~estimated~~assets towill be noat ~~more~~least ~~than approximately~~ $~~100~~5,000~~). In the event that we liquidate~~,001 ~~and~~either itimmediately isprior ~~subsequently~~to ~~determined~~or ~~that~~upon ~~the~~consummation ~~reserve~~of ~~for claims and liabilities is insufficient, stockholders who received funds from~~ our ~~trust~~initial ~~account~~business ~~could~~combination beand ~~liable~~after ~~for~~payment ~~claims~~of ~~made~~deferred byunderwriters’ ~~creditors.~~fees Inand ~~the~~commissions ~~event~~(so that ~~our offering expenses exceed our estimate of $500,000,~~ we ~~may~~are ~~fund~~not ~~such~~subject ~~excess~~to ~~with funds from~~ the ~~funds~~SEC’s ~~not~~“penny tostock” berules) ~~held~~or inany ~~the~~greater ~~trust~~net ~~account.~~tangible Inasset ~~such~~or ~~case, the~~cash ~~amount~~requirement ofthat ~~funds~~may ~~we intend to~~ be ~~held~~contained ~~outside~~in the ~~trust~~agreement ~~account~~relating ~~would~~to ~~decrease~~our byinitial abusiness ~~corresponding amount~~combination. ~~Conversely,~~If inpublic ~~the~~stockholders ~~event that~~tender ~~the~~more ~~offering~~shares ~~expenses are less~~ than ~~our~~we ~~estimate~~have ofoffered ~~$500~~to purchase,~~000,~~ ~~the~~we ~~amount~~will ofwithdraw ~~funds~~the wetender ~~intend~~offer toand benot ~~held~~complete ~~outside~~ the ~~trust~~initial ~~account would~~business ~~increase by a corresponding amount~~combination.

2318

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

~~Furthermore, if~~Upon the ~~pro rata portion~~ ~~of our trust account distributed to our~~ public ~~stockholders~~announcement ~~upon the redemption~~ of our ~~public shares in the event we do not complete our~~ initial business combination ~~within 18 months from the closing of our initial public offering~~ , isif ~~not~~we ~~considered~~elect ~~a liquidating distribution under Delaware law and such redemption distribution is deemed~~ to beconduct ~~unlawful~~redemptions ~~(potentially due~~pursuant to the ~~imposition~~tender ofoffer ~~legal proceedings that a party may bring or due to other circumstances that are currently unknown)~~rules, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we ~~are~~or ~~unable to complete~~ our ~~initial~~sponsor ~~business combination within 18 months from the closing of our initial public offering , we~~ will: ~~(i) cease~~terminate ~~all~~any ~~operations~~plan ~~except~~established ~~for the~~in ~~purpose~~accordance ofwith ~~winding~~Rule ~~up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per~~10b5-~~share~~1 ~~price, payable in cash, equal~~ to ~~the~~purchase aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~remaining~~common ~~stockholders~~stock ~~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~~open ~~of other applicable law. Accordingly~~market, itin isorder ~~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~~Rule ~~procedures.~~14e-5 Asunder ~~such, our stockholders could potentially be liable for any claims to~~ the ~~extent~~Exchange ~~of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date~~Act.

~~Because~~We weintend ~~will not be complying with Section 280, Section 281(b) of the DGCL requires us~~ to ~~adopt~~require aour ~~plan,~~public ~~based~~stockholders onseeking ~~facts known~~ to usexercise attheir ~~such~~redemption ~~time~~rights, ~~that~~whether ~~will~~they ~~provide~~are ~~for~~record ~~our~~holders ~~payment of all existing and pending claims~~ or ~~claims~~hold ~~that~~their ~~may~~shares bein ~~potentially~~“street ~~brought~~name,” ~~against~~to, usat ~~within~~ the ~~subsequent~~holder’s ~~10 years. However~~option, ~~because~~ weeither ~~are~~deliver atheir ~~blank~~stock ~~check~~certificates ~~company,~~to ~~rather~~our ~~than~~transfer anagent ~~operating~~or ~~company,~~deliver ~~and~~their ~~our~~shares ~~operations will be limited~~ to ~~searching~~our ~~for~~transfer ~~prospective target~~agent ~~businesses~~electronically tousing ~~acquire,~~ the ~~only~~Depository ~~likely~~Trust ~~claims~~Company’s toDWAC ~~arise would be from our vendors~~ (~~such~~Deposit/Withdrawal asAt ~~lawyers,~~Custodian) ~~investment bankers~~system, ~~etc.) or~~ ~~prospective~~prior ~~target~~to ~~businesses.~~the Asdate ~~described~~set ~~above,~~forth ~~pursuant~~in to the ~~obligation~~proxy ~~contained~~materials inor ~~our~~tender ~~underwriting~~offer ~~agreement~~documents, weas ~~will~~applicable. ~~seek to~~In ~~have~~the ~~all~~case ~~vendors,~~of ~~service~~proxy ~~providers~~materials, ~~prospective~~this ~~target~~date ~~businesses~~may orbe ~~other~~up ~~entities~~to ~~with~~two ~~which we do~~ business ~~execute~~days ~~agreements~~prior ~~with us~~to ~~waiving~~the ~~any~~vote ~~right,~~on ~~title,~~the ~~interest~~proposal orto ~~claim~~approve ofthe ~~any~~initial ~~kind~~business incombination. orIn toaddition, ~~any~~if ~~monies~~we ~~held~~conduct redemptions in ~~the~~connection ~~trust~~with ~~account. As~~ a ~~result~~stockholder ~~of this obligation~~vote, ~~the~~ ~~claims~~we ~~that~~intend ~~could~~to berequire ~~made~~a ~~against~~public usstockholder ~~are~~seeking ~~significantly~~redemption ~~limited~~of ~~and~~its ~~the~~public ~~likelihood~~shares ~~that~~to ~~any~~also ~~claim~~submit ~~that~~a ~~would~~written ~~result~~request infor ~~any~~redemption ~~liability extending~~ to ~~the trust account is remote. Further,~~ our ~~sponsor~~transfer ~~may~~agent betwo ~~liable~~business ~~only~~days prior to the ~~extent~~vote ~~necessary~~in towhich ~~ensure that~~ the ~~amounts~~name in of the ~~trust~~beneficial ~~account~~owner ~~are~~of ~~not~~such ~~reduced~~shares ~~below~~is ~~(i) $10~~included.20 ~~per~~The ~~public~~proxy ~~share~~materials or ~~(ii) such~~tender ~~lesser~~offer ~~amount~~documents, ~~per~~as ~~public~~applicable, ~~share~~that ~~held~~we inwill ~~the trust~~furnish ~~account~~to asholders of ~~the~~our ~~date~~public ofshares ~~the~~in ~~liquidation~~connection ofwith ~~the~~our ~~trust~~initial ~~account,~~business ~~due~~combination towill ~~reductions~~indicate inwhether ~~value~~we ofare ~~the~~requiring ~~trust~~public ~~assets,~~stockholders into ~~each~~satisfy ~~case~~such ~~net of~~delivery ~~the~~requirements. ~~amount~~We ofbelieve ~~interest~~that ~~released~~this towill usallow toour ~~pay~~transfer ~~taxes~~agent ~~and~~to ~~will~~efficiently ~~not~~process beany ~~liable~~redemptions aswithout tothe ~~any~~need ~~claims~~for ~~under~~further ~~our~~communication ~~indemnity~~or ofaction from the ~~underwriters of~~redeeming ~~our initial~~ public ~~offering~~stockholders, ~~against~~which ~~certain~~could ~~liabilities,~~delay ~~including~~redemptions ~~liabilities~~and ~~under~~result ~~the~~in ~~Securities~~additional ~~Act~~administrative cost. InIf the ~~event~~proposed ~~that~~initial anbusiness ~~executed waiver~~combination is ~~deemed~~not toapproved beand ~~unenforceable~~we ~~against~~continue to search for a ~~third~~target ~~party~~company, ~~our~~we ~~sponsor~~ will ~~not~~promptly bereturn ~~responsible~~any tocertificates ~~the~~or ~~extent~~shares ofdelivered ~~any~~by ~~liability~~public ~~for~~stockholders ~~such third-party~~who ~~claims~~elected to redeem their shares.

24Our amended and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters’ fees and 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 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 common stock submitted for redemption will be returned to the holders thereof.

IfLimitation weon ~~file~~Redemption aupon ~~bankruptcy~~Completion 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~~Initial ~~the~~Business ~~extent~~Combination ~~any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.20 per share to our public stockholders. Additionally,~~ if we ~~file~~Seek aStockholder 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.Approval

~~Our~~Notwithstanding ~~public~~the ~~stockholders~~foregoing, ~~will~~if bewe ~~entitled~~seek tostockholder ~~receive funds~~approval ~~from~~of ~~the~~our ~~trust~~initial ~~account~~business ~~only~~combination ~~upon~~and ~~the~~we ~~earlier~~do tonot ~~occur~~conduct ~~of:~~redemptions ~~(i) the~~in ~~completion~~connection ofwith our initial business combination, ~~(ii)~~ pursuant to the ~~redemption~~ oftender ~~any~~offer ~~public~~rules, ~~shares~~our ~~properly~~amended ~~submitted~~and inrestated ~~connection~~certificate ~~with~~of incorporation provides that a public stockholder, ~~vote~~together towith ~~amend~~ any ~~provisions~~affiliate of ~~our~~such ~~amended~~stockholder ~~and~~or ~~restated certificate~~any ofother ~~incorporation~~person towith ~~(A) modify~~whom ~~the~~such ~~substance~~stockholder is acting in concert or ~~timing~~as ofa ~~our~~“group” ~~obligation~~(as todefined ~~provide~~under ~~for~~Section 13 of the ~~redemption~~Exchange ofAct), ~~our~~will ~~public shares~~be inrestricted ~~connection~~from seeking redemption rights with anrespect ~~initial~~to ~~business~~more ~~combination~~than oran toaggregate ~~redeem~~of ~~100~~15% of the shares sold in our initial public, ~~shares~~which if we dorefer ~~not~~to ~~complete~~as the “Excess Shares.” Such restriction shall also be applicable to our ~~initial~~affiliates. ~~business combination~~We ~~within~~believe ~~18 months~~this restriction will discourage stockholders from ~~the~~accumulating ~~closing~~large blocks of ~~our~~shares, ~~initial~~and ~~public~~subsequent ~~offering~~attempts orby ~~(B) with~~such ~~respect~~holders to ~~any~~use ~~other~~their ~~material~~ability ~~provisions relating~~ to ~~stockholders’~~exercise their redemption rights oragainst ~~pre-~~a proposed initial business combination ~~activity,~~as ~~and~~a ~~(iii) the~~means ~~redemption~~to offorce ~~all~~us ofor our ~~public~~ management to purchase their shares ifat wea ~~are~~significant ~~unable~~premium to ~~complete~~the ~~our~~then-current ~~business~~market ~~combination~~price ~~within~~or ~~18 months~~on ~~from~~other ~~the~~undesirable ~~closing~~terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in our initial public offering, ~~subject~~ could threaten to ~~applicable~~exercise ~~law.~~its Inredemption norights ~~other~~if ~~circumstances~~such ~~will~~holder’s ashares ~~stockholder~~are ~~have~~not ~~any~~purchased ~~right~~by us or ~~interest~~our ofmanagement ~~any~~at ~~kind~~a premium to the then-current market price or inon ~~the~~other ~~trust~~undesirable ~~account~~terms. ~~In the~~By ~~event~~limiting weour ~~seek~~stockholders’ ~~stockholder~~ability ~~approval~~to inredeem ~~connection~~no ~~with~~more than 15% of the shares sold in our initial ~~business~~public ~~combination~~offering without our prior consent, awe ~~stockholder’s~~believe ~~voting~~we inwill ~~connection with~~limit the ~~initial~~ability ~~business~~of ~~combination~~a ~~alone~~small ~~will~~group ~~not~~of ~~result~~stockholders into aunreasonably ~~stockholder’s~~attempt ~~redeeming~~to ~~its~~block ~~shares~~our ability to uscomplete ~~for~~our aninitial ~~applicable pro rata share of~~business ~~the~~combination, ~~trust~~particularly ~~account.~~in ~~Such~~connection ~~stockholder~~with ~~must~~an ~~have~~initial ~~also~~business ~~exercised~~combination ~~its~~with ~~redemption~~a ~~rights~~target that requires as ~~described~~a ~~above.~~closing ~~These~~condition ~~provisions~~that ofwe ~~our~~have ~~amended and~~a ~~restated~~minimum ~~certificate~~net worth or a certain amount of ~~incorporation~~cash. However, ~~like~~we ~~all~~would ~~provisions~~not ofbe restricting our ~~amended~~stockholders’ ~~and~~ability ~~restated~~to ~~certificate~~vote all of ~~incorporation,~~their ~~may~~shares be(including ~~amended with~~Excess aShares) ~~stockholder~~for ~~vote~~or against our initial business combination.

~~Liquidation of Trust Account if No Business Combination~~19

IfTable ~~we do not complete a business combination within 18 months from the closing~~ of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares 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 the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Contents

25Delivering Stock Certificates in Connection with the Exercise of Redemption Rights

~~Under~~As ~~the~~described ~~Delaware~~above, ~~General~~we ~~Corporation~~intend ~~Law,~~to require our public stockholders ~~may~~ beseeking ~~held~~to ~~liable~~exercise ~~for~~their ~~claims~~redemption byrights, ~~third~~whether ~~parties~~they ~~against~~are arecord ~~corporation~~holders toor ~~the~~hold ~~extent~~their ofshares ~~distributions~~in ~~received~~“street byname,” ~~them~~to, inat athe ~~dissolution. The~~holder’s ~~pro rata~~option, ~~portion~~either ofdeliver their stock certificates to our ~~trust~~transfer ~~account~~agent ~~distributed~~or deliver their shares to our ~~public~~transfer ~~stockholders~~agent ~~upon~~electronically using the ~~redemption~~Depository ofTrust ~~100%~~Company’s ofDWAC ~~our~~(Deposit/Withdrawal ~~outstanding~~At ~~public shares~~Custodian) insystem, prior to the ~~event~~date weset doforth ~~not~~in ~~complete~~the ~~our~~proxy ~~initial~~materials ~~business~~or ~~combination~~tender ~~within~~offer documents, as applicable. In the ~~required~~case ~~time~~of ~~period~~proxy materials, this date may be ~~considered~~up ato ~~liquidation distribution~~two ~~under~~business ~~Delaware~~days ~~law.~~prior Ifto the ~~corporation~~vote ~~complies~~on ~~with~~the ~~certain~~proposal ~~procedures~~to ~~set~~approve ~~forth~~the initial business combination. In addition, if we conduct redemptions in ~~Section 280~~connection ofwith ~~the~~a ~~Delaware~~stockholder ~~General Corporation~~vote, ~~Law~~we ~~intended~~intend to ~~ensure~~require ~~that~~a itpublic ~~makes~~stockholder ~~reasonable~~seeking ~~provision~~redemption ~~for~~of ~~all~~its ~~claims~~public ~~against~~shares ~~it,~~to ~~including~~also submit a ~~60-day~~written ~~notice~~request ~~period~~for ~~during which~~redemption ~~any~~to ~~third-party~~our ~~claims~~transfer ~~can~~agent betwo ~~brought~~business ~~against~~days prior to the ~~corporation,~~vote ain ~~90-day~~which ~~period~~the ~~during~~name ~~which~~of the ~~corporation~~beneficial ~~may~~owner ~~reject~~of ~~any~~such ~~claims brought~~shares is included. The proxy materials or tender offer documents, ~~and~~as anapplicable, ~~additional~~that ~~150-day~~we ~~waiting~~will ~~period~~furnish ~~before~~to ~~any~~holders ~~redemptions~~of our public shares in connection with our initial business combination will indicate whether we are ~~made~~requiring topublic stockholders to satisfy such delivery requirements. Accordingly, ~~any~~a ~~liability~~public ofstockholder ~~stockholders~~would ~~with respect~~have up to atwo ~~redemption~~business isdays ~~limited~~prior to the ~~lesser~~vote ofon ~~such~~the ~~stockholder’s~~initial ~~pro rata~~business ~~share~~combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the ~~claim~~tender offer period, as applicable, to submit or ~~the~~tender ~~amount~~its ~~distributed~~ shares if it wishes to seek to exercise its redemption rights. In the event that a stockholder, ~~and~~fails to comply with these or any ~~liability~~other ofprocedures disclosed in the ~~stockholder~~proxy ~~would~~or tender offer materials, as applicable, its shares may not be ~~barred~~redeemed. ~~after~~Given the ~~third~~relatively ~~anniversary~~short exercise period, it is advisable for stockholders to use electronic delivery of ~~the~~their ~~dissolution~~public shares.

~~Furthermore, if~~There ~~the~~is ~~pro rata~~a ~~portion~~nominal ofcost ~~our~~associated ~~trust~~with ~~account~~the ~~distributed~~above-referenced toprocess ~~our~~and ~~public stockholders upon~~ the ~~redemption~~act of ~~100%~~certificating ofthe ~~our~~shares ~~public~~or ~~shares in~~delivering ~~the~~them ~~event~~through wethe doDWAC ~~not~~system. ~~complete~~The ~~our~~transfer ~~initial~~agent ~~business~~will ~~combination~~typically ~~within~~charge the ~~required~~broker ~~time~~submitting ~~period~~or istendering ~~not~~shares ~~considered~~ a ~~liquidation~~fee ~~distribution under~~of ~~Delaware~~approximately ~~law~~$80.00 and ~~such~~it ~~redemption~~would ~~distribution is deemed to~~ be ~~unlawful,~~up ~~then pursuant~~ to ~~Section 174 of~~ the ~~Delaware~~broker ~~General Corporation~~whether ~~Law,~~or ~~the~~not ~~statute~~to ofpass ~~limitations~~this ~~for~~cost ~~claims~~on ofto ~~creditors could then be six years after~~ the ~~unlawful~~redeeming ~~redemption~~holder. ~~distribution~~However, ~~instead~~ ofthis ~~three years,~~fee aswould inbe ~~the~~incurred ~~case~~regardless of awhether ~~liquidation~~or ~~distribution.~~not Itwe isrequire ~~our~~holders ~~intention~~seeking to ~~redeem~~exercise ~~our~~redemption ~~public~~rights ~~shares as soon as reasonably possible following the 15th month from the closing of our initial public offering, but not more than five business days thereafter, and, therefore, we do not intend~~ to ~~comply~~submit ~~with~~or ~~the~~tender ~~above~~their ~~procedures~~shares. AsThe ~~such,~~need ~~our~~to ~~stockholders could~~deliver ~~potentially~~shares beis ~~liable~~a ~~for~~requirement ~~any~~of ~~claims~~exercising toredemption ~~the~~rights ~~extent~~regardless of ~~distributions~~the ~~received~~timing ~~by them (but no more) and any liability~~ of ~~our~~when ~~stockholders may~~such ~~extend~~delivery ~~well~~must ~~beyond~~be ~~the third anniversary of such date~~effectuated.

~~Because~~Any werequest ~~will~~to ~~not~~redeem besuch ~~complying~~shares, ~~with~~once ~~Section 280 of~~made, ~~the~~may ~~Delaware~~be ~~General~~withdrawn ~~Corporation~~at ~~Law,~~any ~~Section 281(b) of~~time up to the ~~Delaware~~date ~~General~~set ~~Corporation~~forth ~~Law~~in ~~requires~~the usproxy tomaterials ~~adopt~~or atender ~~plan~~offer documents, ~~based~~ onas ~~facts~~applicable. ~~known~~Furthermore, toif usa atholder ~~such~~of ~~time~~a ~~that~~public ~~will~~share ~~provide~~delivered ~~for~~its ~~our~~certificate ~~payment~~in connection with an election of ~~all~~redemption ~~existing~~rights and ~~pending~~subsequently ~~claims~~decides orprior ~~claims~~to ~~that~~the ~~may~~applicable bedate ~~potentially brought~~not ~~against~~to uselect ~~within~~to ~~the~~exercise ~~subsequent~~such ~~10 years. However~~rights, ~~because~~such weholder ~~are~~may asimply ~~blank~~request ~~check~~that ~~company,~~the ~~rather~~transfer ~~than~~agent anreturn ~~operating~~the ~~company, and~~certificate ~~our~~(physically ~~operations~~or ~~will~~electronically). beIt ~~limited~~is toanticipated ~~seeking~~that the funds to ~~complete~~be andistributed ~~initial~~to ~~business~~holders ~~combination,~~of ~~the~~our ~~only~~public ~~likely~~shares ~~claims~~electing to ~~arise~~redeem ~~would~~their beshares ~~from our~~will ~~vendors~~be ~~(such~~distributed aspromptly ~~lawyers,~~after ~~investment~~the ~~bankers, etc.)~~completion orof ~~prospective~~our ~~target~~initial ~~businesses~~business combination.

WeIf ~~will~~our ~~seek~~initial tobusiness ~~have~~combination ~~all~~is ~~third~~not ~~parties~~approved ~~(including any vendors~~ or ~~other~~completed ~~entities~~for weany ~~engage~~reason, ~~after~~then our ~~initial~~ public ~~offering)~~stockholders ~~and~~who ~~any~~elected ~~prospective~~to ~~target~~exercise ~~businesses~~their ~~enter~~redemption ~~into~~rights ~~valid~~would ~~and enforceable~~not ~~agreements~~be ~~with~~entitled usto ~~waiving~~redeem ~~any~~their ~~right,~~shares ~~title,~~for ~~interest~~the orapplicable ~~claim~~pro ofrata ~~any~~share ~~kind~~of ~~they~~the ~~may~~trust ~~have~~account. inIn orsuch tocase, ~~any~~we ~~monies~~will ~~held~~promptly inreturn ~~the~~any ~~trust account.~~certificates ~~The~~delivered ~~underwriters~~by inpublic ~~our~~holders ~~initial~~who ~~public~~elected ~~executed~~to ~~such~~redeem atheir ~~waiver agreement~~shares.

AsIf a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ~~ability~~initial toproposed ~~distribute the~~initial ~~funds~~business incombination ~~the trust account to our public stockholders. Nevertheless, there~~ is nonot ~~guarantee that vendors~~completed, ~~service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver,~~ we ~~will~~may ~~execute~~continue ~~an agreement with that entity only if our management first determines that we would be unable~~ to ~~obtain,~~try ~~on a reasonable basis, substantially similar services or opportunities from another entity willing~~ to ~~execute~~complete ~~such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such~~ an ~~agreement~~initial ~~due~~business tocombination regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with ~~us, they will not seek recourse against the trust account. Our insiders have agreed that they will be jointly and severally liable to us if and to the extent any claims by~~ a ~~vendor~~different ~~for services rendered or products sold to us, or a prospective~~ target ~~business~~until ~~with~~18 ~~which~~months wefrom ~~have discussed entering into a transaction agreement, reduce~~ the ~~amount~~closing of funds in the trust account to below $10.20 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account and except as to any claims under our ~~indemnity of the underwriters of our~~ initial public offering ~~against certain liabilities, including liabilities under the Securities Act~~. Our board of directors has evaluated our insiders’ financial net worth and believes they will be able to satisfy any indemnification obligations that may arise. However, our insiders may not be able to satisfy their indemnification obligations, as we have not required our insiders to retain any assets to provide for their indemnification obligations, nor have we taken any further steps to ensure that they will be able to satisfy any indemnification obligations that arise. Moreover, our insiders will not be liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.20 due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, (subject to our obligations under Delaware law to provide for claims of creditors as described below).

26Redemption of Public Shares and Liquidation if no Initial Business Combination

IfOur weamended ~~are~~and ~~unable~~restated tocertificate ~~consummate~~of anincorporation ~~initial~~provides ~~business combination~~that ~~and~~we ~~are~~will ~~forced~~have toonly ~~redeem~~18 ~~100%~~months from the closing of our ~~outstanding~~initial public ~~shares~~offering ~~for~~to acomplete ~~portion~~our ofinitial ~~the~~business ~~funds~~combination. ~~held~~If inwe ~~the~~are ~~trust~~unable ~~account,~~to wecomplete ~~anticipate notifying~~our ~~the~~initial ~~trustee~~business ofcombination ~~the~~within ~~trust~~such ~~account~~18-month toperiod, ~~begin~~we ~~liquidating~~will: ~~such~~(i) ~~assets~~cease ~~promptly~~all ~~after~~operations ~~such~~except ~~date~~for ~~and~~the ~~anticipate~~purpose itof ~~will~~winding ~~take~~up, no(ii) as promptly as reasonably possible but not more than 510 business days tothereafter, ~~effectuate~~redeem the ~~redemption of our~~ public shares., ~~Our~~at ~~insiders~~a ~~have~~per-share ~~waived~~price, ~~their~~payable ~~rights to participate~~ in ~~any~~cash, ~~redemption with~~equal ~~respect~~ to ~~their~~the ~~founder~~aggregate ~~shares.~~amount Wethen ~~will~~on ~~pay~~deposit in the ~~costs~~trust ofaccount ~~any~~including ~~subsequent~~interest ~~liquidation~~earned ~~from~~on ~~our~~the ~~remaining~~funds ~~assets~~held ~~outside~~in of the trust account. Ifand ~~such~~not ~~funds~~previously ~~are~~released ~~insufficient,~~to us to pay our ~~insiders~~taxes ~~have~~(less ~~agreed~~up to $100,000 of interest to pay dissolution expenses), divided by the ~~funds~~number ~~necessary~~of tothen ~~complete~~outstanding ~~such~~public ~~liquidation~~shares, which redemption will completely extinguish public stockholders’ rights as stockholders (~~currently~~including ~~anticipated to~~the beright noto ~~more~~receive ~~than~~further ~~approximately~~liquidating ~~$15~~distributions,~~000~~ if any), and ~~have~~(iii) ~~agreed~~as ~~not~~promptly toas ~~seek~~reasonably ~~repayment~~possible offollowing such ~~expenses.~~redemption, ~~Each~~subject ~~holder~~to ofthe ~~public~~approval ~~shares~~of ~~will~~our ~~receive a~~remaining ~~full~~stockholders ~~pro rata~~and ~~portion~~our board of ~~the~~directors, ~~amount~~liquidate ~~then~~and indissolve, ~~the~~subject ~~trust~~in ~~account,~~each ~~plus~~case ~~any~~to ~~pro rata~~our ~~interest~~obligations ~~earned~~under onDelaware ~~the~~law ~~funds~~to ~~held~~provide infor ~~the trust~~claims ~~account~~of creditors and ~~not~~the ~~previously~~requirements ~~released~~of toother usapplicable orlaw. ~~necessary~~There towill ~~pay~~be ~~our~~no ~~taxes.~~redemption ~~The~~rights ~~proceeds~~or ~~deposited~~liquidating indistributions ~~the~~with ~~trust~~respect ~~account~~to ~~could,~~our ~~however~~warrants, ~~become~~ ~~subject~~which towill ~~claims~~expire ofworthless ~~our~~if ~~creditors~~we ~~that~~fail ~~are~~to incomplete ~~preference~~our toinitial ~~the~~business ~~claims~~combination ofwithin ~~public~~the ~~stockholders~~18-month time period.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time period or if the stockholders redeem their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.20

IfTable we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption or redemption amount received by public stockholders may be less than $10.20.Contents

IfOur sponsor, ~~after~~officers weand ~~distribute~~directors ~~the~~have ~~proceeds~~entered ininto ~~the~~a ~~trust account~~letter toagreement ~~our~~with ~~public stockholders~~us, wepursuant ~~file~~to awhich ~~bankruptcy~~they ~~petition~~have orwaived antheir ~~involuntary~~rights ~~bankruptcy~~to ~~petition~~liquidating ~~is filed against us that is not dismissed, any~~ distributions ~~received~~from bythe ~~stockholders~~trust ~~could~~account bewith ~~viewed~~respect ~~under~~to ~~applicable~~any ~~debtor/creditor~~founder ~~and/or~~shares ~~bankruptcy~~held ~~laws~~by asthem ~~either a~~if ~~“preferential~~we ~~transfer”~~fail orto acomplete ~~“fraudulent~~our ~~conveyance.”~~initial Asbusiness acombination ~~result,~~within a18 ~~bankruptcy~~months ~~court~~from ~~could~~the ~~seek~~closing toof ~~recover all~~our ~~amounts~~initial ~~received~~public ~~by our stockholders~~offering. ~~In addition~~However, if our ~~board~~sponsor, ofofficers, or directors ~~may~~acquire bepublic ~~viewed~~shares asin ~~having~~or ~~breached~~after ~~its fiduciary duty to~~ our ~~creditors~~ ~~and/or~~initial ~~having~~public ~~acted in bad faith~~offering, ~~thereby~~they ~~exposing~~will ~~itself~~be ~~and~~entitled us to ~~claims~~liquidating ofdistributions ~~punitive damages, by paying public stockholders~~ from the trust account ~~prior~~with respect to ~~addressing~~such ~~the~~public ~~claims~~shares ofif ~~creditors.~~we ~~Claims~~fail ~~may~~to becomplete ~~brought~~our ~~against~~initial usbusiness ~~for~~combination ~~these~~within ~~reasons~~the allotted 18-month time period.

27Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferred underwriters’ fees and 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.

~~Amended~~We expect that all costs and ~~Restated~~expenses ~~Certificate~~associated with implementing our plan of ~~Incorporation~~dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,750,000 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.

~~Our~~If ~~amended~~we ~~and~~were ~~restated~~to ~~certificate~~expend all of ~~incorporation contains~~the ~~certain~~net ~~requirements~~proceeds ~~and~~of ~~restrictions relating to~~ our initial public offering ~~that~~and ~~will~~the ~~apply~~sale toof usthe ~~until~~private placement warrants, other than the ~~consummation~~proceeds ~~of our~~deposited ~~initial~~in ~~business~~the ~~combination.~~trust Ifaccount, weand ~~hold~~without ataking ~~stockholder~~into ~~vote~~account tointerest, ~~amend~~if any, ~~provisions~~earned ofon ~~our~~the ~~amended~~trust ~~and~~account, ~~restated~~the ~~certificate~~per-share ofredemption ~~incorporation relating~~amount toreceived ~~stockholder’s~~by ~~rights~~stockholders orupon ~~pre-business~~our ~~combination~~dissolution ~~activity~~would ~~(including~~be ~~the~~approximately ~~substance~~$10.20. orThe ~~timing~~proceeds ~~within~~deposited ~~which~~in wethe ~~have~~trust ~~to complete~~account acould, ~~business combination)~~however, webecome ~~will~~subject ~~provide~~to the claims of our ~~public~~creditors ~~stockholders~~which ~~with~~would ~~the~~have ~~opportunity~~higher topriority ~~redeem~~than ~~their~~the ~~shares~~claims of ~~common~~our ~~stock upon~~public ~~approval~~stockholders. ofWe ~~any~~cannot ~~such~~assure ~~amendment~~you atthat athe actual per-share ~~price,~~redemption ~~payable~~amount inreceived ~~cash,~~by ~~equal~~stockholders towill ~~the~~not ~~aggregate~~be ~~amount~~substantially ~~then~~less onthan ~~deposit~~$10.20. inUnder ~~the~~Section ~~trust account,~~281(b) ~~including~~of ~~interest earned on~~ the ~~funds~~DGCL, ~~held~~our inplan ~~the~~of ~~trust~~dissolution ~~account~~must ~~and~~provide ~~not~~for ~~previously~~all ~~released~~claims toagainst us to ~~pay~~be ~~our~~paid ~~franchise~~in ~~and~~full ~~income taxes,~~or ~~divided~~make byprovision ~~the~~for ~~number~~payments ofto ~~then~~be ~~outstanding~~made ~~public~~in ~~shares~~full, inas ~~connection~~applicable, ~~with~~if ~~any~~there ~~such~~are ~~vote~~sufficient assets. ~~Our~~These ~~insiders~~claims ~~have~~must ~~agreed~~be topaid ~~waive~~or ~~any redemption~~provided ~~rights~~for ~~with~~before ~~respect~~we tomake any ~~founder~~distribution ~~shares~~of ~~and~~our ~~any~~remaining ~~public~~assets ~~shares~~to ~~they~~our ~~may~~stockholders. ~~hold~~While inwe ~~connection~~intend ~~with~~to ~~any~~pay ~~vote~~such toamounts, ~~amend~~if ~~our~~any, ~~amended and~~we ~~restated~~cannot ~~certificate~~assure ofyou ~~incorporation.~~that ~~Specifically,~~we ~~our~~will ~~amended~~have ~~and~~funds ~~restated~~sufficient ~~certificate~~to ofpay ~~incorporation~~or ~~provides,~~provide ~~among~~for ~~other~~all ~~things, that:~~creditors’ claims.

·Although ~~prior~~we towill ~~the~~seek ~~consummation~~to ofhave ~~our~~all ~~initial~~vendors, ~~business~~service ~~combination~~providers, prospective target businesses and other entities with which we ~~shall~~do ~~either~~business ~~(1)~~execute ~~seek~~agreements ~~stockholder~~with ~~approval~~us waiving any right, title, interest or claim of ~~our~~any ~~initial~~kind ~~business~~in ~~combination~~or atto aany ~~meeting~~monies ~~called~~held in the trust account for ~~such~~the ~~purpose~~benefit atof ~~which~~our public stockholders, such parties may ~~redeem~~not ~~their~~execute ~~shares~~such ofagreements ~~common~~or ~~stock,~~even ~~regardless~~if ofthey ~~whether~~execute such agreements, they ~~vote~~may ~~for~~not orbe prevented from bringing claims against the ~~proposed~~trust ~~business~~account, ~~combination~~including, ~~into~~but anot ~~portion~~limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the ~~aggregate~~enforceability ~~amount~~of ~~then~~the onwaiver, ~~deposit~~in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account,. orIf ~~(2)~~any ~~provide~~third party refuses to enter into an agreement waiving such claims to the monies held in the trust account, our ~~stockholders~~management will consider whether competitive alternatives are reasonably available to the Company, and will only enter into an agreement with such third party if our management believes that such third party’s engagement would be in the ~~opportunity~~best tointerests ~~sell~~of ~~their~~the ~~shares~~Company tounder usthe bycircumstances. ~~means~~Examples of possible instances where we may engage a ~~tender~~third ~~offer~~party ~~(and~~that ~~thereby~~refuses ~~avoid~~to execute a waiver include the ~~need~~engagement ~~for~~of a ~~stockholder~~third-party ~~vote)~~consultant ~~for~~whose anparticular ~~amount~~expertise ~~equal~~or skills are believed by management to ~~their~~be ~~pro~~significantly ~~rata~~superior ~~share~~to those of ~~the~~other ~~aggregate~~consultants ~~amount~~that ~~then~~would onagree ~~deposit~~to execute a waiver or in ~~the~~cases ~~trust~~where ~~account~~management is unable to find a service provider willing to execute a waiver. Marcum LLP, inour ~~each~~independent ~~case~~registered ~~subject~~public accounting firm, and the underwriters of the offering will not execute agreements with us waiving such claims to the ~~limitations~~monies ~~described~~held ~~herein;~~in the trust account.

· we will consummate our initial business combination only if public stockholders do not exercise redemption rights in an amount that would cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;21

·Table ~~if our initial business combination is not consummated within 18 months~~ of ~~the closing of our initial public offering, then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;~~Contents

·In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the ~~consummation~~exercise of a redemption right in connection with our initial ~~public~~business ~~offering~~combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $7610.20 per share initially held in the trust account,~~500~~ due to claims of such creditors. Pursuant to the letter agreement,~~000~~ the form of which is filed as Exhibit 10.1 to the registration statement of which our initial public offering 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 ~~$87~~products sold to us,~~975~~ or a prospective target business with which we have entered into a written letter of intent,~~000~~ confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 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 $10.20 per share due to reductions in the ~~over-allotment~~value ~~option~~of isthe ~~exercised~~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 ~~full~~the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, ~~shall~~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 their 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 ~~placed~~able ~~into~~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 $10.20 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 or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

·In wethe ~~may~~event ~~not~~that ~~consummate~~the ~~any~~proceeds ~~other~~in ~~business~~the ~~combination~~trust account are reduced below (i) $10.20 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, ~~merger~~due to reductions in value of the trust assets, ~~capital~~in ~~stock~~each ~~exchange~~case net of the amount of interest which may be withdrawn to pay taxes, ~~asset~~and ~~acquisition~~our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, ~~stock~~our ~~purchase~~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, ~~reorganization~~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 ~~similar~~if ~~transaction~~the ~~prior~~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 ~~initial~~sponsor ~~business~~would ~~combination;~~be able to satisfy those obligations and believe that our sponsor’s only assets are securities of our company. 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 $10.20 per public share.

·We ~~prior~~will seek to reduce the possibility that our ~~initial~~sponsor ~~business~~will ~~combination~~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 ~~may~~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 ~~issue~~be ~~additional~~liable ~~shares~~as to any claims under our indemnity of ~~capital~~the ~~stock~~underwriters ~~that~~of ~~would~~our ~~entitle~~initial public offering against certain liabilities, including liabilities under the ~~holders~~Securities ~~thereof~~Act. We will have access to up to approximately $1,750,000 from the proceeds of our initial public offering held outside the trust account with which to pay any such potential claims (iincluding costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). ~~receive~~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. In the event that our offering expenses exceed our estimate of $500,000, we may fund such excess with funds from the funds not to be held in the trust account. orIn ~~(ii)~~such ~~vote~~case, onthe ~~any~~amount ~~initial~~of ~~business~~funds ~~combination~~we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $500,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

~~Potential Revisions to Agreements with Insiders~~22

~~Each~~Table of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:Contents

·Under ~~Restrictions~~the ~~relating~~DGCL, tostockholders ~~liquidating~~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 ifdistributed to our public stockholders upon the redemption of our public shares in the event we ~~failed~~do tonot ~~consummate~~complete aour initial business combination within 18 months from the closing of our initial public offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the ~~time~~DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-~~frames~~day ~~specified~~notice ~~above~~period ~~could~~during which any third-party claims can be ~~amended~~brought against the corporation, ~~but~~a ~~only~~90-day ifperiod weduring ~~allowed~~which ~~all~~the ~~stockholders~~corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to ~~redeem~~stockholders, ~~their~~any ~~shares~~liability inof ~~connection~~stockholders with respect to a liquidating distribution is limited to the lesser of such ~~amendment;~~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, ~~Restrictions~~if ~~relating~~the pro rata portion of our trust account distributed to our ~~insiders~~public ~~being~~stockholders ~~required~~upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of our initial public offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to ~~vote~~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 ~~favor~~the case of a liquidating distribution. If we are unable to complete our initial business combination orwithin ~~against~~18 months from the closing of our initial public offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 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), ~~amendments~~and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~organizational~~remaining ~~documents~~stockholders ~~could~~and beour ~~amended~~board of directors, liquidate and dissolve, subject in each case to ~~allow~~our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our ~~insiders~~intention to ~~vote~~redeem onour apublic ~~transaction~~shares as ~~they~~soon ~~wished;~~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 ~~The~~we ~~requirement~~will ofnot ~~members~~be complying with Section 280, Section 281(b) of the ~~management~~DGCL ~~team~~requires us to ~~remain~~adopt a plan, based on facts known to us at such time that will provide for our ~~officer~~payment of all existing and pending claims or ~~director~~claims ~~until~~that may be potentially brought against us within the ~~closing~~subsequent of10 years. However, because we are a ~~business~~blank ~~combination~~check ~~could~~company, rather than an operating company, and our operations will be ~~amended~~limited to ~~allow~~searching ~~persons~~for prospective target businesses to ~~resign~~acquire, the only likely claims to arise would be from ~~their~~our ~~positions~~vendors ~~with~~(such usas iflawyers, ~~for~~investment ~~example~~bankers, etc.) or prospective target businesses. As described above, pursuant to the ~~current~~obligation ~~management~~contained ~~team~~in ~~was~~our ~~having~~underwriting ~~difficulty~~agreement, ~~locating~~we awill 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 ~~another~~the ~~management~~likelihood ~~team~~that ~~had~~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) $10.20 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 released to us to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a ~~potential~~third ~~target~~party, ~~business;~~our sponsor will not be responsible to the extent of any liability for such third-party claims.

28If 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 $10.20 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.

~~· The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;~~23

·Table ~~The obligation~~ of ~~our management team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;~~Contents

·Our ~~The~~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 submitted in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of ~~insiders~~our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not ~~receive~~complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any ~~compensation~~other material provisions relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination within 18 months from the closing of our initial public offering, 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 ~~could~~alone bewill ~~modified~~not result in ~~order~~a tostockholder’s ~~allow~~redeeming ~~them~~its shares to ~~receive~~us ~~such~~for ~~compensation;~~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.

·Liquidation ~~The~~of ~~requirement~~Trust toAccount ~~obtain~~if aNo ~~valuation~~Business ~~for any target business affiliated with our insiders, in the event it was too expensive to do so.~~Combination

~~Except~~If aswe ~~specified~~do ~~above~~not complete a business combination within 18 months from the closing of our initial public offering, ~~stockholders~~we ~~would not~~will be(i) ~~required~~cease toall beoperations ~~given~~except for the ~~opportunity~~purpose toof winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem ~~their~~100% of the outstanding public shares inand ~~connection~~(iii) ~~with~~as promptly as reasonably possible following such ~~changes.~~redemption, ~~Such~~subject ~~changes~~to ~~could~~the ~~result~~approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in: the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

·Under ~~Our~~the ~~having~~Delaware anGeneral ~~extended~~Corporation ~~period~~Law, ofstockholders ~~time~~may tobe ~~consummate~~held liable for claims by third parties against a ~~business~~corporation ~~combination~~to ~~(although~~the ~~with~~extent ~~less~~of indistributions ~~trust~~received asby them in a ~~certain~~dissolution. ~~number~~The pro rata portion of our trust account distributed to our public stockholders ~~would~~upon ~~certainly~~the ~~redeem~~redemption ~~their~~of 100% of our outstanding public shares in ~~connection~~the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law 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 redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such ~~extension);~~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, ~~Our~~if ~~insiders~~the ~~being~~pro ~~able~~rata portion of our trust account distributed to ~~vote~~our ~~against~~public astockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination orwithin the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in ~~favor~~the case of ~~changes~~a liquidation distribution. It is our intention to redeem our ~~organizational~~public ~~documents;~~shares as soon as reasonably possible following the 15th month from the closing of our initial public offering, but not more than five business days thereafter, and, therefore, we do not intend to comply with the above 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 ~~Our~~we ~~operations~~will ~~being~~not ~~controlled~~be bycomplying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a ~~new~~plan, ~~management~~based ~~team~~on facts known to us at such time that will provide for our ~~stockholders~~payment ~~did~~of ~~not~~all ~~elect~~existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to ~~invest~~seeking ~~with;~~to complete an initial business combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

·We ~~Our~~will ~~insiders~~seek ~~receiving~~to ~~compensation~~have inall ~~connection~~third ~~with~~parties a(including ~~business~~any ~~combination;~~vendors or other entities we engage after our initial public offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters in our initial public executed such a waiver agreement.

~~· Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.~~24

WeTable ~~will not agree to any such changes unless we believed that such changes were in the best interests~~ of our stockholders (for example, if we believed such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations to us requiring that they act in our best interests and the best interests of our stockholders.Contents

~~Competition~~As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. Our insiders have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.20 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Our board of directors has evaluated our insiders’ financial net worth and believes they will be able to satisfy any indemnification obligations that may arise. However, our insiders may not be able to satisfy their indemnification obligations, as we have not required our insiders to retain any assets to provide for their indemnification obligations, nor have we taken any further steps to ensure that they will be able to satisfy any indemnification obligations that arise. Moreover, our insiders will not be liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.20 due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, (subject to our obligations under Delaware law to provide for claims of creditors as described below).

InIf ~~identifying,~~we ~~evaluating~~are ~~and~~unable ~~selecting~~to aconsummate ~~target business~~an ~~for our~~ initial business combination, weand ~~may~~are ~~encounter~~forced ~~intense~~to ~~competition~~redeem ~~from~~100% ~~other~~of ~~entities~~our ~~having~~outstanding public shares for a ~~business~~portion ~~objective~~of ~~similar to~~the ~~ours,~~funds ~~including~~held ~~other~~in ~~blank~~the ~~check~~trust ~~companies~~account, ~~private~~we ~~equity~~anticipate ~~groups~~notifying ~~and~~the ~~leveraged~~trustee ~~buyout~~of ~~funds,~~the ~~and~~trust ~~operating~~account ~~businesses~~to ~~seeking~~begin ~~strategic acquisitions.~~liquidating ~~Many~~such ofassets ~~these~~promptly ~~entities~~after ~~are~~such ~~well~~date ~~established~~ and ~~have~~anticipate ~~significant~~it ~~experience~~will ~~identifying~~take ~~and~~no ~~effecting~~more ~~business~~than ~~combinations directly~~5 orbusiness ~~through~~days ~~affiliates.~~to ~~Moreover,~~effectuate ~~many~~the redemption of ~~these~~our ~~competitors~~public ~~possess~~shares. ~~greater~~Our ~~financial,~~insiders ~~technical,~~have ~~human~~waived ~~and~~their ~~other~~rights ~~resources~~to ~~than us.~~participate ~~Our~~in ~~ability~~any toredemption ~~acquire~~with ~~larger~~respect ~~target~~to ~~businesses~~their ~~will~~founder beshares. ~~limited~~We bywill ~~our~~pay ~~available~~the ~~financial~~costs ~~resources.~~of ~~This~~any ~~inherent~~subsequent ~~limitation~~liquidation ~~gives others~~from anour ~~advantage~~remaining inassets ~~pursuing~~outside of the ~~acquisition~~trust ofaccount. aIf ~~target~~such ~~business.~~funds ~~Furthermore~~are insufficient, ~~the~~our ~~requirement~~insiders ~~that~~have weagreed ~~acquire~~to apay ~~target~~the ~~business~~funds ~~or businesses~~necessary ~~having~~to acomplete ~~fair~~such ~~market~~liquidation ~~value~~(currently ~~equal~~anticipated to atbe ~~least~~no ~~80%~~more ofthan ~~the~~approximately ~~value~~$15,000) ofand ~~the~~have ~~trust~~agreed ~~account~~not ~~(excluding~~to ~~any~~seek ~~taxes~~repayment ~~payable)~~of atsuch ~~the~~expenses. ~~time~~ Each holder of ~~the~~public ~~agreement~~shares towill ~~enter~~receive ~~into~~a ~~the~~full ~~business~~pro ~~combination,~~rata ~~our~~portion ~~obligation~~of tothe ~~pay~~amount ~~cash~~then in ~~connection~~the ~~with~~trust ~~our~~account, ~~public~~plus ~~stockholders~~any ~~who~~pro ~~exercise their~~rata ~~redemption~~interest ~~rights~~earned ~~and~~on the ~~number~~funds ofheld ~~our~~in ~~outstanding~~the ~~warrants~~trust account and ~~the~~not ~~future~~previously ~~dilution~~released ~~they~~to ~~potentially~~us ~~represent,~~or ~~may~~necessary ~~not~~to bepay ~~viewed favorably~~our bytaxes. ~~certain~~The ~~target~~proceeds ~~businesses.~~deposited ~~Any~~in ofthe ~~these~~trust ~~factors~~account ~~may~~could, ~~place~~however, usbecome atsubject ato ~~competitive~~claims ~~disadvantage~~of our creditors that are in ~~successfully~~preference ~~negotiating~~to ~~our initial~~the ~~business~~claims ~~combination~~of public stockholders.

29Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time period or if the stockholders redeem their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

~~Employees~~If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption or redemption amount received by public stockholders may be less than $10.20.

WeIf, ~~currently~~after ~~have~~we ~~two~~distribute ~~executive~~the ~~officers.~~proceeds ~~These individuals~~in ~~are~~the ~~not~~trust ~~obligated~~account to ~~devote~~our ~~any~~public ~~specific~~stockholders, ~~number~~we offile ~~hours~~a tobankruptcy ~~our~~petition ~~matters~~or ~~but~~an ~~they~~involuntary ~~intend~~bankruptcy topetition ~~devote~~is asfiled ~~much~~against ofus ~~their~~that ~~time~~is ~~as they~~not ~~deem~~dismissed, ~~necessary~~any todistributions ~~our~~received ~~affairs~~by ~~until~~stockholders wecould ~~have~~be ~~completed~~viewed ~~our~~under ~~initial~~applicable ~~business~~debtor/creditor ~~combination.~~and/or ~~The~~bankruptcy ~~amount~~laws ofas ~~time~~either ~~they~~a ~~will~~“preferential ~~devote~~transfer” inor ~~any time~~a ~~period~~“fraudulent ~~will~~conveyance.” ~~vary~~As ~~based~~a onresult, ~~whether~~ a ~~target~~bankruptcy ~~business~~court ~~has~~could ~~been~~seek ~~selected~~to ~~for~~recover ~~our~~all ~~initial~~amounts ~~business~~received ~~combination~~by ~~and~~our ~~the~~stockholders. ~~stage~~In addition, our board of ~~the~~directors ~~business combination~~may ~~process~~be weviewed ~~are~~as having breached its fiduciary duty to our creditors and/or having acted in. Webad dofaith, ~~not~~thereby ~~intend~~exposing itself and us to ~~have~~claims ~~any~~of ~~full~~punitive ~~time~~damages, ~~employees~~by paying public stockholders from the trust account prior to addressing the ~~consummation~~claims of ~~our~~creditors. ~~initial~~Claims ~~business~~may ~~combination~~be brought against us for these reasons.

~~Periodic Reporting and Audited Financial Statements~~25

WeTable ~~have registered our units, shares~~ of common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements audited and reported on by our independent registered public accountants.Contents

WeAmended will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation sent to stockholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) or International Financial Reporting Standards , depending on the circumstances, and ~~the~~Restated ~~historical~~Certificate ~~financial statements may be required to be audited in accordance with the standards~~ of the Public Company Accounting Oversight Board. The financial statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business days thereafter. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.Incorporation

WeOur ~~will~~amended beand ~~required~~restated tocertificate ~~comply~~of ~~with~~incorporation ~~the~~contains ~~internal control~~certain requirements ofand ~~the~~restrictions ~~Sarbanes-Oxley~~relating ~~Act~~to ~~beginning~~our ~~for~~initial public offering that will apply to us until the ~~fiscal~~consummation ~~year~~of ~~ending~~our ~~December 31,~~initial ~~2023~~business combination. AIf ~~target~~we ~~company~~hold ~~may~~a ~~not~~stockholder ~~be in~~vote ~~compliance~~to ~~with~~amend ~~the~~any provisions of ~~the~~our ~~Sarbanes-Oxley~~amended ~~Act~~and ~~regarding~~restated ~~adequacy~~certificate of ~~their~~incorporation ~~internal~~relating ~~controls.~~to ~~The~~stockholder’s ~~development~~rights ofor pre-business combination activity (including the ~~internal controls~~substance or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such ~~entity~~amendment at a per-share price, payable in cash, equal to ~~achieve~~the ~~compliance~~aggregate ~~with~~amount then on deposit in the ~~Sarbanes-Oxley~~trust ~~Act~~account, ~~may~~including ~~increase~~interest earned on the ~~time~~funds held in the trust account and ~~costs~~not ~~necessary~~previously released to ~~complete~~us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such ~~acquisition~~vote. Our insiders have agreed to waive any redemption rights with respect to any founder shares and any public shares they may hold in connection with any vote to amend our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

We● ~~are~~prior anto ~~“emerging~~the ~~growth~~consummation ~~company,” as defined in Section 2(a)~~ of ~~the~~our ~~Securities~~initial ~~Act~~business combination, aswe ~~modified~~shall byeither ~~the~~(1) ~~JOBS~~seek ~~Act.~~stockholder Asapproval ~~such,~~of weour ~~are~~initial ~~eligible~~business tocombination ~~take~~at ~~advantage~~a ~~of certain~~meeting ~~exemptions~~called ~~from~~for ~~various~~such ~~reporting~~purpose ~~requirements~~at ~~that~~which ~~are applicable to other~~ public ~~companies~~stockholders ~~that~~may ~~are~~redeem ~~not~~their ~~“emerging~~shares ~~growth companies”~~of ~~including~~common stock, ~~but~~regardless ~~not~~of ~~limited~~whether ~~to,~~they ~~not~~vote ~~being~~for ~~required~~or toagainst ~~comply~~the ~~with~~proposed ~~the~~business ~~auditor~~combination, ~~attestation~~into ~~requirements~~a ofportion ~~Section 404~~ of the ~~Sarbanes-Oxley~~aggregate ~~Act,~~amount ~~reduced~~then ~~disclosure~~on ~~obligations~~deposit ~~regarding executive compensation~~ in ~~our~~the ~~periodic~~trust ~~reports~~account, ~~and~~or ~~proxy~~(2) ~~statements, and~~provide ~~exemptions~~our ~~from~~stockholders with the ~~requirements~~opportunity ofto ~~holding~~sell atheir ~~non-binding~~shares ~~advisory~~to ~~vote~~us onby ~~executive~~means ~~compensation~~of ~~and~~a ~~stockholder~~tender ~~approval~~offer of(and ~~any golden~~thereby ~~parachute~~avoid ~~payments~~the ~~not~~need ~~previously~~for ~~approved.~~a Ifstockholder ~~some~~vote) ~~investors~~for ~~find~~an ~~our~~amount ~~securities~~equal ~~less~~to ~~attractive~~their aspro arata ~~result,~~share ~~there~~of ~~may~~the beaggregate aamount ~~less active~~then ~~trading~~on ~~market~~deposit ~~for~~in ~~our~~the ~~securities~~trust ~~and~~account, ~~the~~in ~~prices~~each ofcase ~~our~~subject ~~securities~~to ~~may~~the belimitations ~~more~~described ~~volatile.~~herein;

In●we ~~addition,~~will ~~Section 107~~consummate ofour ~~the~~initial ~~JOBS~~business ~~Act also~~combination ~~provides~~only ~~that~~if anpublic ~~“emerging~~stockholders ~~growth~~do ~~company”~~not ~~can~~exercise ~~take~~redemption ~~advantage~~rights ~~of the extended transition period provided~~ in ~~Section 7(a)(2)(B) of the~~an ~~Securities~~amount ~~Act~~that ~~for~~would ~~complying~~cause ~~with~~our ~~new~~net ortangible ~~revised~~assets ~~accounting~~to ~~standards.~~be Inless ~~other~~than ~~words~~$5,000,001 anand ~~“emerging~~a ~~growth~~majority ~~company”~~of ~~can delay~~ the ~~adoption~~outstanding shares of ~~certain~~common ~~accounting~~stock ~~standards~~voted ~~until~~are ~~those~~voted ~~standards~~in ~~would~~favor ~~otherwise apply to private companies. We intend to take advantage~~ of the ~~benefits~~business ~~of this extended transition period.~~combination;

30●if our initial business combination is not consummated within 18 months of the closing of our initial public offering, then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;

~~We will~~●upon ~~remain an emerging growth company until~~ the ~~earlier~~consummation of ~~(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of~~ our initial public offering, ~~(b) in which we have total annual gross revenue of at least~~ $~~1.07 billion~~76, ~~or (c) in which we are deemed to be a large accelerated filer~~500,000, ~~which~~or ~~means the market value of our common stock that is held by non-affiliates exceeds~~ $~~700 million as of the prior December 31st~~87,975,000 ~~and~~if ~~(2)~~ the ~~date~~over-allotment onoption ~~which we~~is ~~have~~exercised ~~issued more than $1.0 billion~~ in ~~non-convertible~~full, ~~debt securities during the prior three-year period. References herein to “emerging growth company”~~ shall ~~have~~be ~~the~~placed ~~meaning~~into ~~associated with it in~~ the ~~JOBS~~trust ~~Act.~~account;

~~Legal~~●we ~~Proceedings~~may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and

~~There~~●prior isto noour ~~material~~initial ~~litigation~~business combination, ~~arbitration~~we ~~or governmental~~may ~~proceeding~~not ~~currently~~issue ~~pending~~additional ~~against~~shares ~~us or any~~ of ~~our~~capital ~~officers~~stock orthat ~~directors~~would inentitle ~~their~~the ~~capacity~~holders asthereof ~~such, and we and our officers and directors have not been subject~~ to ~~any~~(i) ~~such~~receive ~~proceeding~~funds infrom the ~~12 months~~trust ~~preceding~~account ~~the~~or ~~date~~(ii) ofvote ~~this~~on ~~Annual~~any ~~report~~initial onbusiness ~~Form 10-K~~combination.

Potential Revisions to Agreements with Insiders

Each of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:

●	Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

●	Restrictions relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be amended to allow our insiders to vote on a transaction as they wished;

●

The requirement of members of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating a target business and another management team had a potential target business;

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●	The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;

●	The obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;

●	The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation;

●	The requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

Except as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:

●	Our having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem their shares in connection with any such extension);

●	Our insiders being able to vote against a business combination or in favor of changes to our organizational documents;

●	Our operations being controlled by a new management team that our stockholders did not elect to invest with;

●	Our insiders receiving compensation in connection with a business combination; and

●	Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations to us requiring that they act in our best interests and the best interests of our stockholders.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into the business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights and the number of our outstanding warrants and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

Employees

We currently have two executive 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 business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

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Periodic Reporting and Audited Financial Statements

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

We will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation sent to stockholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) or International Financial Reporting Standards, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board. The financial statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business days thereafter. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December 31, 2023. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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 our 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 market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior December 31st, 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” shall have the meaning associated with it in the JOBS Act.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this Annual report on Form 10-K.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 2. PROPERTIES

We currently maintain our principal executive offices at 505 Park Avenue, 14th Floor, New York, NY 10022. The cost for this space is included in the $10,000 per-month fee payable to an affiliate of VBOC Holdings, LLC for office space and related services.. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

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

Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “VBOCU” on January 6, 2022. The common stock and warrants comprising the units began separate trading on Nasdaq on February 28, 2022, under the symbols “VBOC” and “VBOCW”, respectively.

Holders of Record

As of December 31, ~~2021~~2022, there were 2 10,~~156~~106,~~250~~151 of our shares of Common Stock issued and outstanding held by seven stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

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

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [RESERVED]

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~30

~~Cautionary~~Table ~~Note~~of ~~Regarding Forward-Looking Statements~~Contents

~~All~~ITEM statements other than statements of historical fact included in this Amendment, including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements7. ~~When used in this Amendment, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company~~MANAGEMENT’sS ~~management,~~DISCUSSION ~~identify~~AND ~~forward-looking~~ANALYSIS ~~statements.~~OF ~~Such~~FINANCIAL ~~forward-looking~~CONDITION ~~statements~~AND ~~are~~RESULTS ~~based~~OF on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward- looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.OPERATIONS

~~The~~Cautionary following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements~~,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.~~

~~Overview~~All statements other than statements of historical fact included in this Report including, without limitation, statements in this section regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward- looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, the our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. 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.

~~Viscogliosi~~The ~~Brothers~~following ~~Acquisition~~discussion ~~Corp.~~and ~~(the~~analysis ~~"Company") a~~of ~~newly~~our ~~organized~~financial ~~blank~~condition ~~check~~and ~~company~~results ~~formed~~of ~~for~~operations should be read in conjunction with our audited financial statements and the ~~purpose~~notes ofrelated ~~effecting~~thereto awhich ~~merger,~~are ~~share~~included ~~exchange,~~in ~~asset~~“Item ~~acquisition,~~8. ~~stock~~Financial ~~purchase, recapitalization,~~Statements ~~reorganization~~and orSupplementary ~~other~~Data” ~~similar~~of ~~business~~this ~~combination~~Annual ~~with~~Report ~~one~~on orForm ~~more~~10-K. ~~businesses~~Certain orinformation ~~entities~~contained (in the ~~"Business~~discussion ~~Combination")~~and analysis set forth below includes forward-looking statements. ~~The~~ ~~Company~~Our ~~has~~actual ~~not~~results ~~selected~~may ~~any~~differ ~~potential~~materially ~~Business~~from ~~Combination~~those ~~target~~anticipated ~~and~~in ~~the~~these ~~Company~~forward-looking ~~has~~statements ~~not~~as a result of many factors, ~~nor~~including ~~has~~those ~~anyone~~set onforth ~~its~~under ~~behalf,~~“Special ~~initiated any~~Note ~~substantive~~Regarding ~~discussions~~Forward-Looking Statements,” ~~directly~~and orelsewhere ~~indirectly,~~in ~~with~~this ~~any~~Annual ~~potential~~Report ~~Business~~on ~~Combination~~Form ~~target~~10-K.

As of January 11, 2022, the Company had not commenced any operations. All activity for the period from November 24, 2020 (inception) through January 11, 2022 relates to the Company's formation and the Initial Public Offering (“IPO”)(as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end.Overview

~~The~~We ~~Company's~~are ~~sponsor~~a isblank ~~VBOC~~check ~~Holdings,~~company ~~LLC~~formed under the laws of the State of Delaware on November 24, 2020 for the purpose of entering into a ~~Delaware~~ ~~limited~~merger, ~~liability~~share ~~company~~exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the ~~"Sponsor"~~“Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt.

~~The~~We ~~registration~~expect ~~statement~~to ~~for~~continue the Company’s IPO was declared effective on January 6, 2022 (the “Effective Date”). On January 11, 2022, the Company sold the Public Offering of 7,500,000 units (the “Units” and, with respect to ~~the~~incur ~~Common~~significant ~~stock~~costs ~~included~~ in the ~~Units~~ ~~being~~pursuit ~~sold, the “public shares”). Each Unit consists~~ of ~~one~~our ~~share~~acquisition ~~of common stock of the Company, par value $0~~plans.~~0001 per~~ ~~share~~We ~~(the~~cannot ~~“Common~~assure ~~Stock”),~~you ~~and~~that ~~one-half~~our ofplans ~~one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof~~ to ~~purchase~~complete ~~one~~a ~~share~~Business ofCombination ~~Common~~will ~~Stock~~be ~~for $11~~successful.~~50 per share at $10.00 per Unit.~~

~~Simultaneously~~Results ~~with the closing~~ of the IPO, the Company consummated the sale of 5,250,000 warrants, at a price of $1.00 per Private Placement Warrant in a private placement to (i) the Sponsor which purchased 5,062,500 warrants (the “Sponsor Warrants”) at a price of $1.00 per Sponsor Warrant, each exercisable to purchase one share of Common Stock at $11.50 per share, generating total proceeds of $5,062,500 and (ii) Raymond James & Associates, Inc., which purchased an aggregate of 187,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, each exercisable to purchase one share of Common Stock at $11.50 per share.Operations

33We have not generated any revenues to date. Our only activities from November 24, 2020 (inception) through December 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~Results~~For the year ended December 31, 2022, we had a net loss of ~~Operations~~$581,523, which consists of formation and operational costs of $1,593,491 and provision for income tax of $214,321, offset by interest earned on marketable securities held in the Trust Account of $1,226,289.

AsFor ~~of December 31, 2021, we have not commenced any operations. All activity for~~ the year ended December 31, 2021 ~~and for the period from November 24~~, ~~(inception)~~we ~~through~~had ~~December 31, 2020 relates to our formation and initial public offering, and, since the completion of our initial public offering, searching for~~ a ~~target to~~net ~~consummate~~loss ~~an initial business combination. We will not generate any operating revenues until after the completion~~ of ~~our initial business combination~~$8,480, atwhich ~~the~~consists ~~earliest. We will generate non-operating income in the form~~ of ~~interest~~formation ~~income from the proceeds derived from our initial public offering~~ and ~~placed~~operational ~~in the trust account~~costs.

~~For~~Liquidity ~~the year ended December 31, 2021~~ and ~~for~~Capital ~~the period from November 24 (Inception) through December 31, 2020, we had a net loss of $8,480 and $300, respectively, which consisted entirely of formation costs.~~Resources

~~Liquidity~~On January 11, 2022, we consummated the Public Offering of 7,500,000 Units, at $10.00 per Unit, generating gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 5,250,000 warrants, at a price of $1.00 per warrant in a private placement to (i) the Sponsor which purchased 5,062,500 warrants (the “Sponsor Warrants”) at a price of $1.00 per Sponsor Warrant, each exercisable to purchase one share of Common Stock at $11.50 per share, generating total proceeds of $5,062,500 and ~~Capital~~(ii) ~~Resources~~Raymond James & Associates, Inc., which purchased an aggregate of 187,500 warrants at a price of $1.00 per warrant, each exercisable to purchase one share of Common Stock at $11.50 per share (“RJ Warrants” and, together with the Sponsor Warrants, the “Private Placement Warrants”).

The Company’s liquidity needs up to January 11, 2022 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and $85,777 due to the Sponsor which was paid in full on January 11, 2022 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31~~, 2021, there were no amounts outstanding under any Working Capital Loans.~~

InTable ~~order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate~~ of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.Contents

WeOn doJanuary ~~not believe~~14, we2022, ~~will need to raise additional funds following~~ the ~~consummation~~underwriter offully ~~our~~exercised ~~initial~~their ~~public~~over-allotment ~~offering~~option inwith ~~order~~respect to ~~meet~~ the ~~expenditures required~~1,125,000 ~~for~~option ~~operating~~units. ~~our~~As ~~business.~~a ~~However~~result, ~~if our estimate of~~ the ~~costs~~underwriters ofwere ~~identifying~~due aan ~~target~~additional ~~business~~$225,000 ~~undertaking~~underwriter ~~in-depth~~discount ~~due diligence~~ and ~~negotiating a business combination~~ are ~~less~~entitled ~~than the actual amount necessary~~ to doan ~~so,~~additional ~~we may have insufficient funds available to operate our business prior to our business combination. Moreover~~$393,750 wein ~~may need to obtain additional financing either to complete our business combination or because we become obligated to redeem~~ a ~~significant~~deferred ~~number~~underwriting ofdiscount. ~~our~~In ~~public~~lieu ~~shares upon consummation~~ of ~~our~~receiving ~~business combination~~$225,000 in ~~which~~cash ~~case~~for we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the ~~completion~~underwriter ~~of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us~~discount, ~~we will be forced to cease operations and liquidate~~ the ~~trust~~underwriters ~~account.~~paid ~~In addition~~$196,875 ~~following~~in ~~our business combination, if~~ cash onand ~~hand~~received ~~is insufficient~~28,125 wePrivate ~~may~~Placement ~~need to obtain additional financing in order to meet our obligations~~Warrants.

~~Off~~Following the closing of the IPO on January 11, 2022 and the underwriters’ fully exercise of over-~~Balance~~allotment ~~Sheet~~option ~~Arrangements~~on January 14, 2022, $87,975,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). We incurred $5,063,802 consisting of $1,725,000 of underwriting discount, $3,018,750 of deferred underwriting discount, and $320,052 of other offering costs.

WeFor ~~have~~the noyear ~~obligations~~ended December 31, ~~assets~~2022, orcash ~~liabilities~~used in operating activities was $1, ~~which~~192,622. ~~would~~Net beloss ~~considered~~of ~~off-balance~~$581,523 ~~sheet~~was ~~arrangements~~affected asby interest earned on marketable securities held in the Trust Account of ~~December 31~~$1,226,289. ~~2021~~Changes in operating assets and liabilities provided $615,190 of cash for operating activities.

~~Contractual~~For ~~Obligations~~the year ended December 31, 2021, we did not have cash used in operating activities.

As of December 31, ~~2021~~2022, we ~~did~~had ~~not~~marketable ~~have any~~securities ~~long-term~~held ~~debt~~in the Trust Account of $89,201,289 ~~capital~~(including $1,226,289 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or ~~operating~~less. ~~lease~~Interest ~~obligations~~income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2022, we have not withdrawn any interest earned from the Trust Account.

~~The~~We ~~underwriters~~intend ~~are entitled~~ to ~~deferred~~use ~~underwriting~~substantially ~~commissions~~all of ~~$0.35~~the ~~per~~funds ~~unit,~~held orin $2the Trust Account,~~625,000~~ inincluding ~~the~~any ~~aggregate.~~amounts ~~The~~representing ~~deferred~~interest ~~fee~~earned ~~will~~on ~~become~~the Trust Account (less income taxes payable ), to ~~the~~complete ~~underwriters~~our ~~from~~Business Combination. To the ~~amounts~~extent ~~held~~that inour ~~the~~capital ~~Trust~~stock ~~Account~~or ~~solely~~debt is used, in ~~the~~whole ~~event~~or ~~that~~in ~~the~~part, ~~Company~~as ~~completes~~consideration anto ~~Initial~~complete our Business Combination, ~~subject~~ the remaining proceeds held in the Trust Account will be used as working capital to finance the ~~terms~~operations of the ~~underwriting~~target ~~agreement~~business ~~for~~or ~~the~~businesses, ~~offering~~make other acquisitions and pursue our growth strategies.

~~Administrative~~As ~~support~~of ~~agreement~~December 31, 2022, we had cash of $762,326. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

~~Commencing~~In onorder to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the ~~date~~Sponsor, or certain of ~~the~~our ~~IPO~~officers and directors or their affiliates may, ~~the~~but ~~Company~~are ~~has~~not ~~agreed~~obligated to, ~~pay an~~loan ~~affiliate~~us offunds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the ~~Sponsor~~event that a Business Combination does not close, we may use a ~~total~~portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $101,500,000 ~~per~~of ~~month~~such ~~for~~loans ~~general~~may ~~and~~be ~~administrative~~convertible ~~services~~into ~~including~~Private ~~office~~Placement ~~space,~~Warrants ~~utilities, and~~at ~~secretarial~~a ~~support~~price of $1.00 ~~Upon~~per ~~completion~~warrant, ofat the ~~initial~~option ~~business~~of ~~combination~~the orlender. ~~liquidation,~~The ~~the~~warrants ~~Company~~would ~~will~~be ~~cease~~identical ~~paying~~to ~~these monthly~~the ~~fees~~Private Placement Warrants.

34The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~Critical~~In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting ~~Policies~~Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July 11, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension not requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 11, 2023. The Company intends to continue to search for and seek to

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:32

~~Derivative Warrants~~Table of Contents

~~The~~complete ~~Company~~a ~~does~~Business ~~not~~Combination ~~use~~before ~~derivative instruments~~the tomandatory ~~hedge~~liquidation ~~exposures to cash flow, market, or foreign currency risks~~date. The Company ~~evaluates~~is ~~all~~within 12 months of its ~~financial~~mandatory ~~instruments, including~~liquidation ~~issued~~date ~~warrants, to determine if such instruments are derivatives or contain features that qualify~~ as ~~embedded~~of ~~derivatives, pursuant~~the totime ~~ASC~~of ~~480~~filing ~~and ASC 815-15. The classification~~ of ~~derivative~~this ~~instruments,~~Annual ~~including~~Report ~~whether~~on ~~such~~Form ~~instruments should be recorded as liabilities or as equity, is re~~10-~~assessed at the end of each reporting period~~K.

~~Common~~Off-Balance ~~Stock~~Sheet ~~Subject~~Financing ~~to Possible Redemption~~Arrangements

~~All~~We ofhave ~~the 7~~no obligations,~~500,000 shares~~ ofassets ~~common~~or ~~stock~~liabilities, ~~sold~~which aswould ~~part~~be ofconsidered ~~the~~off-balance ~~Units in~~sheet ~~the~~arrangements ~~IPO~~as ~~contain a redemption feature which allows for the redemption~~ of ~~such Public Shares in connection with the Company’s liquidation~~December 31, if ~~there~~2022. isWe ado ~~shareholder~~not ~~vote~~participate ~~or tender offer~~ in ~~connection~~transactions ~~with~~that ~~the~~create ~~Business~~relationships ~~Combination. In accordance~~ with ~~the~~unconsolidated ~~SEC~~entities ~~and~~or ~~its~~financial ~~staff’s guidance on redeemable equity instruments~~partnerships, ~~which~~often ~~has~~referred ~~been~~to ~~codified~~as invariable ~~ASC~~interest ~~480-10-S99~~entities, ~~redemption~~which ~~provisions~~would ~~not~~have ~~solely~~been ~~within~~established ~~the~~for ~~control of~~ the ~~Company~~purpose ~~require shares~~ of ~~common~~facilitating ~~stock~~off-balance ~~subject~~sheet toarrangements. ~~redemption~~We tohave benot ~~classified~~entered ~~outside~~into ofany ~~permanent~~off-balance ~~equity.~~sheet ~~Ordinary~~financing ~~liquidation events~~arrangements, ~~which~~ ~~involve~~established ~~the~~any ~~redemption~~special ~~and~~purpose ~~liquidation of all of the entity’s equity instruments~~entities, ~~are~~guaranteed ~~excluded~~any ~~from~~debt ~~the~~or ~~provisions~~commitments of ~~ASC 480.~~other ~~At December 31~~entities, ~~2021~~or ~~and~~purchased ~~December 31,~~any ~~2020,~~non-financial ~~respectively, the Company had no common stock subject to possible redemption~~assets.

~~Net~~Contractual ~~Loss Per Shares Of Common Stock~~Obligations

~~The~~We ~~Company~~do ~~complies~~not ~~with~~have ~~the~~any ~~accounting~~long-term ~~and~~debt, ~~disclosure~~capital ~~requirements of~~lease ~~FASB ASC Topic 260~~obligations, ~~"Earnings~~operating ~~Per~~lease ~~Share."~~obligations ~~Net~~or ~~loss~~long-term ~~per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period~~liabilities, ~~excluding~~other ~~common~~than ~~stock~~an ~~subject~~agreement to ~~forfeiture.~~pay ~~Weighted average shares were reduced for the effect of~~ an ~~aggregate~~affiliate of ~~281,250 shares of common stock that are subject to forfeiture if~~ the ~~over-allotment option~~Sponsor, isa ~~not~~total ~~exercised by the underwriters (see Note 7). As~~ of ~~December 31~~$10,000 ~~2021~~per ~~and~~month ~~December 31,~~for ~~2020,~~general ~~respectively, the Company did not have any dilutive securities~~ and ~~other~~administrative ~~contracts~~services ~~that~~including ~~could~~office space, ~~potentially~~utilities, ~~be exercised or converted into common stock~~ and ~~then share~~secretarial insupport. ~~the~~Upon ~~earnings~~completion of the ~~Company.~~initial Asbusiness acombination ~~result~~or liquidation, ~~diluted~~we ~~loss~~will ~~per~~cease ~~common~~paying ~~share~~these ismonthly ~~the same as basic loss per common share for the period presented~~fees.

~~Recent~~The ~~Accounting~~underwriters ~~Pronouncements~~are entitled to deferred underwriting commissions of $0.35 per unit, or $3,018,750 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement for the offering.

InCritical ~~August 2020, the FASB issued~~ Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity' Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity' Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. On November 24, 2020, the date of the Company’s inception, the Company adopted the new standard. Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.Estimates

The ~~Company’s~~preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management ~~does~~to ~~not~~make ~~believe~~estimates and assumptions that ~~any~~affect ~~other recently~~the ~~issued,~~reported ~~but~~amounts ~~not~~of ~~effective,~~assets ~~accounting~~and ~~standards~~liabilities, ifdisclosure ~~currently~~of ~~adopted,~~contingent ~~would~~assets ~~have~~and aliabilities ~~material~~at ~~effect~~the ondate of the ~~Company’s~~ consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

35Derivative Warrants

~~ITEM~~We 7Ado not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. ~~Quantitative~~We evaluate all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ~~Qualitative~~ASC ~~Disclosures~~815-15. ~~about~~The ~~Market~~classification ~~Risk~~of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

WeCommon ~~are~~Stock aSubject ~~smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required~~ to ~~provide~~Possible ~~the information otherwise required under this item.~~Redemption

~~ITEM~~We 8account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” ~~Financial~~Shares ~~Statements~~of Class A common stock subject to mandatory redemption are classified as a liability instrument and ~~Supplementary~~are ~~Data~~measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheets.

~~This~~Net ~~information~~Loss ~~appears~~Per ~~following~~Shares ~~Item 15~~ of ~~this~~ ~~Report~~Common ~~and is included herein by reference.~~Stock

~~ITEM~~We 9comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” ~~Changes~~Net inloss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. As of December 31, 2022 and ~~Disagreements~~2021, ~~with~~we ~~Accountants~~did onnot ~~Accounting~~have any dilutive securities and ~~Financial~~other ~~Disclosure~~contracts that could, potentially, be exercised or converted into common stock and then share in the earnings. As a result, diluted loss per common share is the same as basic loss per common share for the period presented.

~~None.~~33

36Table of Contents

~~ITEM~~Recent ~~9A.~~Accounting ~~Controls and Procedures.~~Pronouncements

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

~~Disclosure~~Item controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms7A. ~~Disclosure~~ ~~controls~~Quantitative and ~~procedures~~Qualitative ~~include,~~Disclosures ~~without~~about ~~limitation,~~Market controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Risk

~~Evaluation~~We are a smaller reporting company as defined by Rule 12b-2 of ~~Disclosure~~the ~~Controls~~Exchange Act and ~~Procedures~~are not required to provide the information otherwise required under this item.

AsItem required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 20218. ~~Based upon their evaluation, our Chief Executive Officer and Chief~~ Financial ~~Officer~~Statements ~~concluded that our disclosure controls~~ and ~~procedures~~Supplementary ~~(as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.~~Data

~~Management’s~~This information appears following Item 15 of this Report onand ~~Internal~~is ~~Controls Over~~included ~~Financial~~herein ~~Reporting~~by reference.

~~This~~Item ~~Annual~~9. ~~Report~~Changes onin ~~Form 10-K~~and ~~does~~Disagreements ~~not include~~with aAccountants ~~report~~on ofAccounting ~~management’s~~and ~~assessment~~Financial 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.Disclosure

~~Changes in Internal Control Over Financial Reporting~~None.

~~During~~Item ~~the~~9A. ~~fourth~~Controls ~~quarter~~and of the most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingProcedures.

~~ITEM~~Evaluation ~~9B.~~of ~~Other~~Disclosure ~~Information.~~Controls and Procedures

~~None~~Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

37As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

~~PART III~~34

~~ITEM~~Table ~~10.~~of ~~Directors, Executive Officers and Corporate Governance.~~Contents

~~The~~Management’s ~~following~~Report ~~table~~on ~~sets~~Internal ~~forth~~Control ~~information~~Over ~~about our~~Financial ~~directors and executive officers as of the date of this Annual Report on Form 10-K.~~Reporting

Name	Age	Position
John J. Viscogliosi	53	Chief Executive Officer, President and Chairman
Steve Ward	62	Treasurer and Chief Financial Officer
F. Samuel Eberts III	62	Director
Dan Drawbaugh	63	Director
John N. Kastanis	72	Director
Fares Zahir	54	Director
Marc R. Viscogliosi	47	Director
Jack E. Zigler	69	Director

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

~~John J~~1. ~~Viscogliosi,~~pertain ~~our President, Chief Executive Officer and Chairman, has more than 20 years of operations and turn-around experience in the NMS industry. From 2004~~ to ~~2020 he was~~ the ~~Chairman~~maintenance ~~and Chief Executive Officer~~ of ~~Centinel~~records ~~Spine~~that, ~~the~~in ~~largest,~~reasonable ~~privately held spine company focused on anterior column reconstruction. During his tenure as Chairman & CEO~~detail, ~~Mr. Viscogliosi~~accurately ~~was~~and ~~the~~fairly ~~architect to~~reflect the ~~success~~transactions atand ~~Centinel~~dispositions ~~Spine. In 2017, Mr. Viscogliosi led the acquisition for Centinel Spine~~ of the ~~prodisc~~assets total disc portfolio from Johnson & Johnson. Initially, Prodisc was a double-digit declining product line at Johnson & Johnson and after the acquisition by Centinel Spine, it became the company’s leading revenue driver growing double digits year over year. To date, the Prodisc portfolio contributes more than half of ~~the~~our company~~’s total sales. In addition~~, Mr. Viscogliosi successfully doubled the company’s surgeon and distributor bases as well as expanded the company’s global geographic reach to 21 markets. Mr. Viscogliosi also improved reimbursement coverage for patients seeking the Prodisc, improved quality systems by transitioning OUS Prodisc manufacturing significantly expanding Centinel Spine’s gross margin.

Mr2. ~~Viscogliosi~~ ~~also~~provide ~~led the~~reasonable ~~creation~~assurance ofthat ~~the~~transactions ~~Patient~~are ~~Education~~recorded ~~Program,~~as ~~which~~necessary ~~leveraged key athletic ambassadors~~ to ~~increase~~permit ~~both~~preparation ~~the patient’s spine education knowledge and their awareness~~ of ~~resources~~financial ~~available~~statements toin ~~relieve~~accordance ~~spine-related~~with ~~pain~~U.S. ~~In addition~~GAAP, ~~Mr. Viscogliosi organized a regulatory strategy to submit 3 PMA supplements for cervical Prodisc variants~~ and ~~2-level~~that ~~lumbar~~our ~~disc~~receipts ~~approval expanding the product portfolio to establish the market leading cervical~~ and ~~lumbar~~expenditures ~~total~~are ~~disc~~being ~~replacement~~made ~~platform.~~only ~~Mr. Viscogliosi~~in ~~oversaw~~accordance ~~the~~with ~~development~~authorizations ~~and execution~~ of ~~the~~our ~~2-level~~management ~~Prodisc SK~~ and ~~VIVO~~directors, ~~clinical trial to further expand the clinical data~~ and ~~product portfolio of Prodisc.~~

Mr3. ~~Viscogliosi is~~ aprovide ~~founding~~reasonable ~~member,~~assurance ~~and~~regarding ~~since~~prevention ~~1999~~or ~~has~~timely ~~been~~detection ~~a principal,~~ of ~~Viscogliosi~~unauthorized ~~Bros~~acquisition, ~~LLC.~~use Inor ~~addition,~~disposition ~~since July 2020, he has been the Executive Chairman~~ of VBour ~~EnviroCare.~~assets Hethat ~~previously~~could ~~co-founded~~have ~~multiple~~a ~~NMS~~material ~~businesses~~effect ~~such as Paradigm Spine, LLC, Small Bone Innovations, Inc., Knee Creations, LLC, Musculoskeletal Clinical Regulatory Advisers, LLC and Spine Solutions, Inc. Mr. Viscogliosi served~~ on the ~~Board~~ offinancial ~~Directors of Small Bone Innovations, Inc~~statements. ~~and Woven Orthopedic Technologies, LLC.~~

~~Additionally~~Because of its inherent limitations, Mrinternal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. ~~Viscogliosi was~~ ~~formerly~~Also, onprojections of any evaluation of effectiveness to future periods are subject to the ~~Boards~~risk that controls may become inadequate because of ~~Spine~~changes ~~Solutions~~in conditions, ~~Inc~~ or that the degree or compliance with the policies or procedures may deteriorate. ~~and~~Management ~~Knee~~assessed ~~Creations~~the effectiveness of our internal control over financial reporting at December 31, ~~LLC~~2022. ~~And~~In ~~played~~making anthese ~~integral~~assessments, ~~part~~management inused ~~their~~the ~~sales~~criteria toset ~~Johnson~~forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control ~~& Johnson~~— ~~Depuy-Synthes~~Integrated Framework (2013). Based on our assessments and ~~Zimmer~~those ~~Holdings~~criteria, ~~respectively~~management determined that we maintained effective internal control over financial reporting as of December 31, 2022.

~~Prior~~Changes to founding Viscogliosi Brothers, Mr. Viscogliosi served as a Vice President of Investments at Stifel, Nicolaus & Co., Inc., an Associate Director of Investments at Rodman & Renshaw, an Account Executive at First of Michigan Corp. & Dean Witter Reynolds, Inc. and an assistant in ~~the~~Internal ~~institutional~~Control ~~sales~~over ~~and~~Financial ~~trading department of Martin Simpson & Co., Inc.~~Reporting

38During the fourth quarter of the most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Mr. Viscogliosi graduated from Wayne State University with a BS in Criminal Justice.~~

Steve Ward, our Treasurer and Chief Financial Officer has been an independent Director of Aquarius II Acquisition Corp since May 2021. Since March 2019 and March 2015, Mr. Ward has been the acting chief financial officer of Spine BioPharma LLC and the chief financial officer and the chief operating officer of Viscogliosi Bros., LLC, respectively. From September 2017 to June 2020, Mr. Ward served as the chief financial officer of Paradigm Spine LLC. From March 2006 to March 2015, Mr. Ward served as the chief financial officer and the chief operating officer of Small Bone Innovations Inc. From December 1999 to January 2006, Mr. Ward served as the vice president of finance and administration of International Technidyne Corporation. From October 1984 to December 1999, Mr. Ward served in many accounting roles, ending as the WW director of accounting operations of Howmedica a business unit of Pfizer. From August 1982 to October 1984, Mr. Ward served as a staff auditor of KMPG LLP. Mr. Ward received his bachelor of science degree in accounting from Fairleigh Dickinson University and master’s degree in business administration in finance from Fairleigh Dickinson University in May 1981 and June 1984, respectively.35

~~Our~~Table ~~Board~~ of ~~Directors~~Contents

~~John~~PART ~~J. Viscogliosi serves as our President, Chief Executive Officer and Chairman of the Board of Directors. In addition to Mr. Viscogliosi, we have six additional board members: F. Samuel Eberts~~ III~~, Dan Drawbaugh, John N. Kastanis, Fares Zahir, Marc R. Viscogliosi and Dr. Jack E. Zigler as members to the Board of Directors, four of whom are independent pursuant to the rules of Nasdaq.~~

~~John~~ITEM J10. ~~Viscogliosi~~DIRECTORS, ~~has~~EXECUTIVE ~~served as~~OFFICERS ~~our~~AND ~~President~~CORPORATE ~~and Chief Executive Officer since November 2020 and serves as the Chairman of our Board~~GOVERNANCE.

~~F. Samuel~~The ~~Eberts~~following ~~III~~table issets anforth ~~international~~information ~~legal~~about ~~executive~~our ~~with~~directors ~~over 30 years of diverse experience in healthcare, biotechnology,~~ and ~~specialty~~executive ~~consumer~~officers products industries. He is the Chief Executive Officer of Darter Group LLC, a healthcare consultancy which he founded in 2013, and a Senior Lecturing Fellow at Duke University School of Law. From 2004 to 2019, Mr. Eberts was the Chief Legal Officer, Corporate Secretary and Senior Vice President of Corporate Affairs for Laboratory Corporation of America Holdings, a leading global life sciences company. Prior to his roles at LabCorp, Mr. Eberts was Vice President, Secretary, and General Counsel of Stepan Company. Before joining Stepan Company, he was Assistant General Counsel for Cardinal Health, Inc., and Associate General Counsel for Allegiance Healthcare Corporation. Prior to that time, he was Chief Counsel at Baxter International’s North American Biotech division, and Corporate Counsel in the Office of the General Counsel at Baxter International Inc. Mr. Eberts is the Chairman of the Board of Easter Seals UCP of North Carolina and Virginia, Chairman of the Board of Synergy VetPet Inc. and a Board member of Duo Technologies, LLC. He is also a member of the Board of Trustees for Endicott College and the Wilson Council of the Woodrow Wilson International Center for Scholars. Mr. Eberts has previously served as ~~Director and Member~~ of the ~~Investment~~date ~~Committee~~ of ~~MedCap~~this ~~Growth~~Annual ~~Equity~~Report ~~Funds~~on ~~and~~Form ~~as Board Member of the Alamance Community College Foundation~~10-K. ~~Mr. Eberts received his Bachelor of Science in Political Science at Loyola University of Chicago and later obtained his J.D. from Boston University School of Law.~~


Name	Age	Position
John J. Viscogliosi	54	Chief Executive Officer, President and Chairman
Steve Ward	63	Treasurer and Chief Financial Officer
F. Samuel Eberts III	64	Director
Dan Drawbaugh	64	Director
John N. Kastanis	73	Director
Fares Zahir	55	Director
Marc R. Viscogliosi	48	Director
Jack E. Zigler	70	Director

Dan Drawbaugh is the Chief Executive Officer of The Steadman Clinic (TSC) and Steadman Philippon Research Institute (SPRI) in Vail, Colorado. As CEO since 2015, Mr. Drawbaugh leads a team of talented physicians, researchers, scientists, and administrators who make TSC and SPRI one of the most sought- after orthopaedic sports medicine destination centers in the world. Mr. Drawbaugh strategically expanded the organization’s partnerships with Varsity Healthcare Partners, Vail Health, Aspen Valley Hospital and a variety of technology companies, to continue advancing the organization’s global prominence in sports and orthopaedic medicine through investments in research capabilities and new scientific laboratories. Mr. Drawbaugh is a proven leader and innovator in healthcare information technology with over 30 years of experience in the areas of information and biomedical technologies. Mr. Drawbaugh joined TSC and SPRI in 2015 from the University of Pittsburgh Medical Center, where he held the position of Chief Information Officer and other positions for 31 years. Mr. Drawbaugh currently serves as a board member at MJP Innovations and has previously served on the Boards of Directors/Advisors of Oracle, IBM, Verizon Wireless, GENCO (now FedEx), Vestar Capital Partners, dbMotion and Omnyx. Mr. Drawbaugh earned his bachelor’s degree in biomedical and electrical engineering technology from Temple University and his MBA from Duquesne University.

John N J. ~~Kastanis~~Viscogliosi, ~~MBA,~~our ~~FACHE~~President, isChief anExecutive ~~accomplished~~Officer ~~health systems executive with significant experience leading~~ and ~~teaching in high acute~~Chairman, ~~tertiary-care,~~has ~~quaternary-care~~more ~~and~~than ~~specialty~~20 ~~hospitals.~~years ~~His~~of ~~core~~operations ~~expertise~~and isturn-around experience in ~~strategic~~the ~~planning,~~NMS ~~governance,~~industry. ~~fund~~From ~~development and~~2004 ~~academic~~to ~~medicine,~~2020 ~~while~~he ~~also~~was ~~managing~~the ~~large~~Chairman ~~Medicaid~~ and ~~Medicare~~Chief ~~patient~~Executive ~~populations.~~Officer ~~Mr. Kastanis has a proven record~~ of ~~success with~~Centinel ~~financial turnarounds~~Spine, ~~mergers,~~the ~~corporate restructurings~~largest, ~~integrated~~privately ~~delivery~~held ~~network~~spine ~~development,~~company ~~labor-management~~focused ~~negotiations and~~on ~~performance~~anterior ~~improvement~~column reconstruction. AsDuring ~~President~~his ~~and~~tenure ~~CEO~~as ofChairman ~~University~~& ~~Hospital~~CEO, ~~Newark, NJ from 2016 to 2018,~~ Mr. ~~Kastanis~~ ~~led~~Viscogliosi was the ~~state’s primary~~architect ~~teaching~~to ~~hospital~~the ~~and~~success ~~clinical~~at ~~research~~Centinel ~~site~~Spine. ~~for~~In ~~Rutgers~~2017, ~~New~~Mr. ~~Jersey~~Viscogliosi ~~Medical~~led ~~School,~~ the ~~state’s~~acquisition ~~only~~for ~~Northern~~Centinel ~~New~~Spine ~~Jersey Level~~of ~~1 Trauma Center, and~~ the ~~EMS~~prodisc ~~911~~total ~~service~~disc ~~for~~portfolio ~~the~~from ~~City~~Johnson of& ~~Newark~~Johnson. ~~Kastanis~~Initially, ~~has~~Prodisc ~~also~~was ~~served~~a ~~from~~double-digit ~~2011~~declining toproduct ~~2016~~line ~~as President and CEO~~ at ~~Temple~~Johnson ~~University~~& ~~Hospital~~Johnson and ~~led~~after the ~~Hospital~~acquisition ~~for~~by ~~Joint~~Centinel ~~Diseases Orthopedic Hospital~~Spine, ~~among~~it ~~several~~became ~~others. Since 2018 he has been~~ the ~~Principal &~~company’s ~~Consultant~~leading ofrevenue ~~JNK~~driver ~~Consulting,~~growing andouble ~~independent~~digits ~~healthcare~~year ~~consulting~~over ~~practice where he has served as an Advisory Board Member for multiple companies~~year. HeTo ~~has~~date, ~~served~~the onProdisc ~~numerous~~portfolio ~~boards~~contributes ~~and commissions including~~ more ~~recently~~than ~~with~~half ~~the Board~~ of ~~Managers of~~ the ~~Vizient University Health System Consortium, the New Jersey Hospital Association, the Greater Newark Healthcare Coalition, the Greater New York Hospital Association and America~~company’s ~~Essential~~total ~~Hospitals~~sales. ~~Mr. Kastanis~~In ~~holds an MBA in healthcare management from Baruch College-Mount Sinai School of Medicine~~addition, ~~a B~~Mr.A. inViscogliosi ~~Political~~successfully ~~Science~~doubled ~~from~~the ~~Queens~~company’s ~~College~~surgeon and isdistributor ~~Board~~bases ~~Certified~~ as awell ~~Life~~as ~~Fellow in~~expanded the ~~American~~company’s ~~College~~global ofgeographic ~~Healthcare~~reach ~~Executives~~to ~~(LFACHE)~~21 markets. HeMr. ~~has~~Viscogliosi also ~~provided~~improved ~~recent~~reimbursement ~~lectures~~coverage tofor ~~medical~~patients ~~societies,~~seeking ~~medical~~the ~~ground rounds~~Prodisc, ~~and~~ ~~universities~~improved ~~(Harvard~~quality ~~and~~systems ~~Arcadia)~~by ontransitioning ~~health~~OUS ~~care~~Prodisc ~~reform~~manufacturing ~~and~~significantly ~~financial &~~expanding ~~operational~~Centinel ~~turnarounds~~Spine’s gross margin.

~~Fares Zahir, CFA, ASA is the CEO of Xeraya Capital Sdn Bhd since January 2012. He has around 25 years of experience in the field of investments in public and private equities.~~ Mr. ~~Zahir~~ ~~was~~Viscogliosi ~~previously with Khazanah Nasional Bhd, where he headed the Life Sciences Unit that formulates investment strategies and monitors the organisation's life sciences investments. Mr. Zahir~~ also ~~headed~~led ~~Khazanah's Research Unit that undertakes research work in~~ the ~~areas~~creation of ~~financial~~the ~~capital~~Patient ~~markets~~Education Program, ~~industrial organisation~~which ~~and~~leveraged ~~economics. Fares co-founded Xeraya Capital during his tenure in Khazanah together with other team members who collectively provided~~ key ~~advice~~athletic ~~and~~ambassadors ~~guidance~~ to ~~the~~increase ~~Government~~both ~~of Malaysia on incentivising~~ the ~~Malaysian~~patient’s ~~private~~spine ~~sector~~education toknowledge ~~invest in risk capital. Fares has been a board member of the Malaysian Technology Development Corporation (MTDC) since October 2005~~ and ~~was~~their ~~appointed~~awareness ~~as an independent board member~~ of ~~the~~resources ~~Malaysian~~available ~~BioEconomy~~to ~~Development~~relieve ~~Corporation~~spine-related ~~(formerly known as Malaysian Biotechnology Corporation) in December 2011~~pain. In addition, ~~he sits on the board of investee companies in the US, Germany and in Malaysia~~Mr. ~~From~~Viscogliosi ~~1999~~organized ~~to 2005, Fares was Director, Investment Research at UBS Investment Bank where he was~~ a ~~key~~regulatory ~~member~~strategy ~~of their top-rated Malaysian equity research team. Prior~~ to ~~that~~submit he3 ~~was~~PMA asupplements ~~fund~~for ~~manager~~cervical ~~with~~Prodisc ~~the~~variants ~~Schroder~~and ~~Group~~2-level ~~(also~~lumbar adisc JVapproval ~~company~~expanding of the ~~PNB Group)~~product ~~where he managed the Schroder Group's institutional client~~ portfolio ~~after serving as an investment analyst, making investment recommendations~~ to ~~the~~establish ~~Schroder Group's portfolio managers worldwide. Fares started his career in Malaysia in~~ the ~~actuarial~~ ~~department~~market ofleading ~~American~~cervical ~~International~~and ~~Assurance~~lumbar Cototal ~~Ltd~~disc inreplacement ~~Kuala~~platform. ~~Lumpur~~Mr. ~~Fares~~Viscogliosi ~~holds~~oversaw athe ~~Bachelor~~development ~~of Economics degree in Actuarial Studies from Macquarie University in Australia~~ and aexecution ~~Master~~ of ~~Applied~~the ~~Science~~2-level inProdisc ~~Operations~~SK ~~Research~~and ~~from~~VIVO ~~University Technology~~clinical ~~Sydney.~~trial Heto isfurther ~~also~~expand athe ~~Chartered~~clinical ~~Financial~~data ~~Analyst (CFA)~~ and anproduct ~~Associate~~portfolio of ~~the Society of Actuaries (ASA) of North America~~Prodisc.

40Mr. Viscogliosi is a founding member, and since 1999 has been a principal, of Viscogliosi Bros, LLC. In addition, since July 2020, he has been the Executive Chairman of VB EnviroCare. He previously co-founded multiple NMS businesses such as Paradigm Spine, LLC, Small Bone Innovations, Inc., Knee Creations, LLC, Musculoskeletal Clinical Regulatory Advisers, LLC and Spine Solutions, Inc. Mr. Viscogliosi served on the Board of Directors of Small Bone Innovations, Inc. and Woven Orthopedic Technologies, LLC.

~~Marc R. Viscogliosi is one of the founders of Viscogliosi Brothers~~Additionally, LLC and is an experienced CEO, Venture & Private Equity Investor and Company/Industry Creator with a proven track record of success over the last two decades in the medical device industry. Having completed over $800 million in equity and debt capital raises at all levels of a company’s lifecycle, Mr. ~~Viscogliosi is~~ particularly sensitive to matching the capital needs of a business to its value inflection points, while generating over $2.1 billion in exit values for investor-partners and stakeholders. Over the last 20 years at VB, Mr. Viscogliosi ~~has~~was ~~been~~formerly ~~principally~~on ~~responsible for driving innovation identification, regulatory and clinical strategies of~~ the ~~portfolio~~Boards ~~companies and capitalization structuring optimization~~ of ~~the portfolio companies. As Founder and CEO of Paradigm~~ Spine Solutions, MrInc. ~~Viscogliosi~~ ~~was responsible for raising approximately $80 million in institutional equity investment~~ and ~~approximately $125 million of net debt in execution of its value creation strategy. As Executive Chairman of~~ Knee Creations, MrLLC. ~~Viscogliosi~~ ~~was~~And ~~responsible~~played ~~for~~an ~~guiding~~integral ~~the~~part ~~business~~in ~~from~~their ~~product~~sales ~~concept~~ to ~~early~~Johnson ~~commercialization and~~& ~~ultimately~~Johnson ~~its~~Depuy-Synthes ~~acquisition~~and by Zimmer ~~Biomet for nearly 10x revenues. As Founder and CEO of MCRA~~Holdings, ~~LLC, Mr~~respectively. Viscogliosi has been responsible for building MCRA into a leading medical device regulatory CRO with 20636131.120636221.1 236208-10001 nearly 100 professionals working with more than 150 clients on a monthly basis to achieve its strategic regulatory and clinical objectives. Mr. Viscogliosi graduated with a Bachelor of Arts degree from New York University with a double-major in Economics and Political Science.

~~Dr. Jack E.~~Prior ~~Zigler,~~to ~~MD,~~founding ~~FACS,~~Viscogliosi ~~FAAOS~~Brothers, ~~is an orthopedic spine surgeon and from 2008 to 2018 was Medical Director at the Texas Back Institute (TBI)~~Mr. HeViscogliosi ~~was Co-Director of the Spine Surgery Fellowship Program at TBI and~~ served as ~~Principal Investigator or Sub-Investigator on approximately twelve FDA studies. Dr. Zigler previously served from 1991 to 1996 as~~ a ~~Clinical~~Vice ~~Professor~~President of ~~Orthopedic~~Investments ~~Surgery~~ at ~~the~~Stifel, ~~USC~~Nicolaus ~~School of~~& ~~Medicine and from 1994 to 1996 at the UCI School of Medicine~~Co. ~~At that time~~, DrInc. ~~Zigler~~, ~~was~~an ~~also~~Associate ~~the Chief of the Spinal Injury Service and the~~ Director of ~~Fellowship &~~Investments ~~Residency Training~~ at ~~the~~Rodman ~~Rancho~~& ~~Los Amigos Medical Center. Since 2018 he has been a member of the Medical Advisory Board of Veritas Health~~Renshaw, ~~International~~ ~~Society for the Advancement of Spine Surgery (“ISASS”), a member of the Board of Trustees of AO Spine, and~~ an ~~Associate~~Account ~~Editor~~Executive at ~~the~~First ~~SAS Journal. Dr. Zigler is a Past President~~ of ~~the American~~Michigan ~~Spinal Injury Association and Immediate Past President of the International Society for the Advancement of Spine Surgery~~Corp. ~~He has~~& ~~additionally~~Dean ~~served~~Witter ~~as chairman of multiple boards~~Reynolds, including the AO Lumbar Degenerative Expert Group, the Exhibits and Membership Committees of the Cervical Spine Research Society, the CSRS Committee on Patient Education, the Program Committee of the American Spinal Injury Association and the Task Force on Aging of the North American Spine SocietyInc. In addition, Dr. Zigler was a board member of Capital Bank, a publicly traded bank based in San Juan Capistrano, where he served as chairman of the compensation committee. Dr. Zigler has published over 80 studies in the peer-reviewed scientific literature and ~~has authored three textbooks on spine surgery. He received multiple postgraduate training certificates as~~ an ~~Arnold~~assistant ~~Fellow~~ in ~~Spine Surgery at~~ the ~~Department~~institutional ofsales ~~Orthopedic Surgery, Case Western Reserve University School of Medicine, a Resident~~ and ~~Chief~~trading ~~Resident~~department ~~in Orthopedic Surgery at Mount Sinai School~~ of ~~Medicine~~Martin ~~and~~Simpson ~~Resident in~~& ~~Surgery at the Long Island Jewish — Hillside Medical Center~~Co. ~~Dr. Zigler received his Bachelor of Science (Distinction) from Cornell University and later obtained his M.D. (cum laude) from the SUNY Upstate Medical Center in Syracuse~~, NYInc.

~~Number~~Mr. ~~and~~Viscogliosi ~~Terms~~graduated offrom ~~Office~~Wayne ofState ~~Officers~~University ~~and~~with ~~Directors~~a BS in Criminal Justice.

We have seven directors. Our board of directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq.36

~~The~~Table ~~term~~ of office of the first class of directors, consisting of Messrs. Zahir, Zigler and Drawbaugh, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. John Viscogliosi, Marc Viscogliosi, Eberts and Kastanis, will expire at the second annual meeting of stockholders.Contents

41Steve Ward, our Treasurer and Chief Financial Officer has been an independent Director of Aquarius II Acquisition Corp since May 2021. Since March 2019 and March 2015, Mr. Ward has been the acting chief financial officer of Spine BioPharma LLC and the chief financial officer and the chief operating officer of Viscogliosi Bros., LLC, respectively. From September 2017 to June 2020, Mr. Ward served as the chief financial officer of Paradigm Spine LLC. From March 2006 to March 2015, Mr. Ward served as the chief financial officer and the chief operating officer of Small Bone Innovations Inc. From December 1999 to January 2006, Mr. Ward served as the vice president of finance and administration of International Technidyne Corporation. From October 1984 to December 1999, Mr. Ward served in many accounting roles, ending as the WW director of accounting operations of Howmedica a business unit of Pfizer. From August 1982 to October 1984, Mr. Ward served as a staff auditor of KMPG LLP. Mr. Ward received his bachelor of science degree in accounting from Fairleigh Dickinson University and master’s degree in business administration in finance from Fairleigh Dickinson University in May 1981 and June 1984, respectively.

~~Executive~~Our ~~Compensation~~Board of Directors

NoJohn ~~executive~~J. ~~officer~~Viscogliosi ~~has~~serves ~~received any~~as ~~cash~~our ~~compensation~~President, ~~for~~Chief ~~services~~Executive ~~rendered~~Officer toand ~~us.~~Chairman ~~No compensation~~ of ~~any~~the ~~kind,~~Board ~~including~~of ~~finders,~~Directors. ~~consulting~~In oraddition ~~other similar fees, will be paid~~ to ~~any~~Mr. ~~of our existing stockholders~~Viscogliosi, ~~including~~we ~~our~~have ~~directors,~~six oradditional ~~any~~board ofmembers: ~~their~~F. ~~respective~~Samuel ~~affiliates,~~Eberts ~~prior to~~III, orDan ~~for any services they render in order to effectuate~~Drawbaugh, ~~the~~John ~~consummation of a business combination~~N. ~~Our sponsor~~Kastanis, ~~officers~~Fares ~~and directors~~Zahir, ~~advisor,~~Marc orR. ~~any~~Viscogliosi ~~of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses~~ and ~~performing~~Dr. ~~due~~Jack ~~diligence on suitable business combinations~~E. ~~Our~~Zigler ~~audit~~as ~~committee~~members ~~will review on a quarterly basis all payments that were made~~ to ~~our~~the ~~sponsor,~~Board ~~officers,~~of ~~directors~~Directors, ~~advisor~~four ~~or our or their affiliates and will determine which expenses and the amount~~ of ~~expenses~~whom ~~that~~are ~~will~~independent bepursuant ~~reimbursed.~~to ~~There is no cap or ceiling on~~ the ~~reimbursement~~rules of ~~out-of-pocket expenses incurred by such persons in connection with activities on our behalf~~Nasdaq.

~~After~~John ~~the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company~~J. ~~All~~Viscogliosi ofhas ~~these~~served ~~fees~~as ~~will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer documents furnished to~~ our ~~stockholders~~President inand ~~connection~~Chief ~~with~~Executive aOfficer ~~proposed~~since ~~initial~~November ~~business~~2020 combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination because the directors of the post-combination business will be responsible for determining officer and ~~director~~serves ~~compensation.~~as ~~Any compensation to be paid to our officers will be determined, or recommended to~~ the ~~board~~Chairman of ~~directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on~~ our ~~board of directors~~Board.

WeF. doSamuel ~~not~~Eberts ~~intend~~III tois ~~take~~an ~~any~~international ~~action to~~legal ~~ensure~~executive ~~that~~with ~~members~~over 30 years of ~~our~~diverse ~~management~~experience ~~team~~in ~~maintain~~healthcare, ~~their~~biotechnology, ~~positions~~and ~~with~~specialty usconsumer ~~after~~products industries. He is the ~~consummation~~Chief Executive Officer of ~~our~~Darter ~~initial~~Group ~~business~~LLC, ~~combination~~a healthcare consultancy which he founded in 2013, ~~although~~ ita isSenior ~~possible~~Lecturing ~~that~~Fellow ~~some~~at orDuke ~~all~~University School of ~~our~~Law, ~~officers~~ and ~~directors~~a ~~may~~Partner ~~negotiate~~with ~~employment~~Market orStreet ~~consulting~~HealthCare ~~arrangements~~Partners. From 2004 to ~~remain~~2019, ~~with us~~Mr. ~~after~~Eberts ~~our~~was ~~initial~~the ~~business~~Chief ~~combination~~Legal Officer, Corporate Secretary and Senior Vice President of Corporate Affairs for Laboratory Corporation of America Holdings, a leading global life sciences company. ~~The~~Prior ~~existence~~to orhis ~~terms~~roles at LabCorp, Mr. Eberts was Vice President, Secretary, and General Counsel of ~~any~~Stepan ~~such~~Company. ~~employment~~Before orjoining ~~consulting~~Stepan ~~arrangements~~Company, he was Assistant General Counsel for Cardinal Health, Inc., and Associate General Counsel for Allegiance Healthcare Corporation. Prior to ~~retain~~that ~~their~~time, ~~positions with~~he uswas ~~may~~Chief ~~influence~~Counsel ~~our~~at ~~management~~Baxter International’s ~~motivation~~North American Biotech division, and Corporate Counsel in ~~identifying~~the orOffice ~~selecting~~of athe ~~target~~General ~~business~~Counsel ~~but~~at weBaxter doInternational ~~not~~Inc. ~~believe~~Mr. ~~that~~Eberts is the ~~ability~~ Chairman of ~~our~~the ~~management~~Board toof ~~remain~~Easter ~~with~~Seals usUCP ~~after~~of North Carolina and Virginia, Chairman of the ~~consummation~~Board of ~~our~~Synergy ~~initial~~VetPet ~~business~~Inc. ~~combination~~and ~~will~~a beBoard member of Duo Technologies, LLC. He is also a ~~determining~~member ~~factor~~of inthe ~~our~~Board ~~decision to~~of ~~proceed~~Trustees ~~with~~for ~~any~~Endicott ~~potential~~College ~~business~~and ~~combination~~the Wilson Council of the Woodrow Wilson International Center for Scholars. WeMr. ~~are~~Eberts ~~not~~has ~~party~~previously toserved ~~any~~as ~~agreements~~Director ~~with~~and ~~our~~Member ~~officers~~of the Investment Committee of MedCap Growth Equity Funds and ~~directors~~as ~~that~~Board ~~provide~~Member ~~for benefits~~of ~~upon~~the ~~termination~~Alamance Community College Foundation. Mr. Eberts received his Bachelor of ~~employment~~Science in Political Science at Loyola University of Chicago and later obtained his J.D. from Boston University School of Law.

~~Director~~Dan ~~Independence~~Drawbaugh is the Chief Executive Officer of The Steadman Clinic (TSC) and Steadman Philippon Research Institute (SPRI) in Vail, Colorado. As CEO since 2015, Mr. Drawbaugh leads a team of talented physicians, researchers, scientists, and administrators who make TSC and SPRI one of the most sought- after orthopaedic sports medicine destination centers in the world. Mr. Drawbaugh strategically expanded the organization’s partnerships with Varsity Healthcare Partners, Vail Health, Aspen Valley Hospital and a variety of technology companies, to continue advancing the organization’s global prominence in sports and orthopaedic medicine through investments in research capabilities and new scientific laboratories. Mr. Drawbaugh is a proven leader and innovator in healthcare information technology with over 30 years of experience in the areas of information and biomedical technologies. Mr. Drawbaugh joined TSC and SPRI in 2015 from the University of Pittsburgh Medical Center, where he held the position of Chief Information Officer and other positions for 31 years. Mr. Drawbaugh currently serves as a board member at MJP Innovations and has previously served on the Boards of Directors/Advisors of Oracle, IBM, Verizon Wireless, GENCO (now FedEx), Vestar Capital Partners, dbMotion and Omnyx. Mr. Drawbaugh earned his bachelor’s degree in biomedical and electrical engineering technology from Temple University and his MBA from Duquesne University.

Nasdaq listing standards and applicable SEC rules require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Eberts, Kastanis, Drawbaugh, Zahir and Zigler are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules.37

~~Our~~Table ~~independent~~of directors will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms that our board believes are no less favorable to us than could be obtained from independent parties.Contents

~~Audit~~John ~~Committee~~N. Kastanis, MBA, FACHE, is an accomplished health systems executive with significant experience leading and teaching, high acute/tertiary/quaternary-care and specialty hospitals. His core expertise is in strategic planning, governance, fund development and academic medicine, while also managing large Medicaid and Medicare patient populations. Mr. Kastanis has a proven record of success with financial turnarounds, mergers, corporate restructurings, integrated delivery network development, labor-management negotiations and performance improvement. As President and CEO of University Hospital, Newark, NJ from 2016 to 2018, Mr. Kastanis led the state’s primary teaching hospital and clinical research site for Rutgers New Jersey Medical School, the state’s only Northern New Jersey Level 1 Trauma Center, and the EMS 911 service for the City of Newark. Kastanis has also served from 2011 to 2016 as President and CEO at Temple University Hospital and led the Hospital for Joint Diseases Orthopedic Hospital, among several others. Since 2018 he has been the Principal & Consultant of JNK Consulting, an independent healthcare consulting practice where he has served as an Advisory Board Member for multiple companies. He has served on numerous boards and commissions including more recently with the Board of Managers of the Vizient University Health System Consortium, the New Jersey Hospital Association, the Greater Newark Healthcare Coalition, the Greater New York Hospital Association and America’s Essential Hospitals. Mr. Kastanis holds an MBA in healthcare management from Baruch College-Mount Sinai School of Medicine, a B.A. in Political Science from Queens College and is Board Certified as a Life Fellow in the American College of Healthcare Executives (LFACHE). He has also provided recent lectures to medical societies, medical ground rounds, and universities (Harvard and Arcadia) on health care reform and financial & operational turnarounds.

WeFares ~~have~~Zahir, ~~established~~CFA, anASA ~~audit committee~~is the CEO of ~~the~~Xeraya ~~board~~Capital Sdn Bhd since January 2012. He has around 25 years of ~~directors,~~experience ~~which~~in ~~consists~~the field of ~~three~~investments ~~members~~in public and private equities. Mr. Zahir was previously with Khazanah Nasional Bhd, ~~each~~where ofhe ~~whom~~headed isthe anLife ~~independent~~Sciences ~~director~~Unit ~~under~~that ~~Nasdaq~~formulates investment strategies and monitors the organisation’s ~~listing~~ ~~standards~~life sciences investments. ~~Messrs~~Mr. ~~Kastanis,~~ ~~Eberts,~~Zahir ~~and~~also ~~Drawbaugh~~headed ~~serve~~Khazanah’s asResearch ~~members~~Unit that undertakes research work in the areas of ~~our~~financial ~~audit~~capital ~~committee~~markets, industrial organisation and Mreconomics. ~~Kastanis chairs~~ Fares co-founded Xeraya Capital during his tenure in Khazanah together with other team members who collectively provided key advice and guidance to the ~~audit~~Government ~~committee~~of Malaysia on incentivising the Malaysian private sector to invest in risk capital. ~~Each~~Fares has been a board member of ~~Messrs. Kastanis,~~the ~~Eberts~~Malaysian Technology Development Corporation (MTDC) since October 2005 and ~~Drawbaugh~~was ~~meet~~appointed ~~the~~as an independent ~~director~~board ~~standard~~member ~~under~~of ~~Nasdaq listing~~the ~~standards~~Malaysian ~~and~~BioEconomy ~~under~~Development ~~Rule 10-A-3~~Corporation (bformerly known as Malaysian Biotechnology Corporation)~~(1)~~ in December 2011. In addition, he sits on the board of investee companies in the ~~Exchange~~US, ~~Act~~Germany and in Malaysia. ~~Each~~ From 1999 to 2005, Fares was Director, Investment Research at UBS Investment Bank where he was a key member of their top-rated Malaysian equity research team. Prior to that he was a fund manager with the ~~audit~~Schroder ~~committee~~Group is(also ~~financially~~a ~~literate~~JV company of the PNB Group) where he managed the Schroder Group’s institutional client portfolio after serving as an investment analyst, making investment recommendations to the Schroder Group’s portfolio managers worldwide. Fares started his career in Malaysia in the actuarial department of American International Assurance Co Ltd in Kuala Lumpur. Fares holds a Bachelor of Economics degree in Actuarial Studies from Macquarie University in Australia and ~~our~~a ~~board~~Master of ~~directors~~Applied ~~has~~Science ~~determined~~in ~~that~~Operations MrResearch from University Technology Sydney. ~~Kastanis~~ ~~qualifies~~He asis also a Chartered Financial Analyst (CFA) and an ~~“audit~~Associate ~~committee~~of ~~financial~~the ~~expert”~~Society asof ~~defined~~Actuaries in(ASA) ~~applicable~~of ~~SEC~~North ~~rules~~America.

42Marc R. Viscogliosi is one of the founders of Viscogliosi Brothers, LLC and is an experienced CEO, Venture & Private Equity Investor and Company/Industry Creator with a proven track record of success over the last two decades in the medical device industry. Having completed over $800 million in equity and debt capital raises at all levels of a company’s lifecycle, Mr. Viscogliosi is particularly sensitive to matching the capital needs of a business to its value inflection points, while generating over $2.1 billion in exit values for investor-partners and stakeholders. Over the last 20 years at VB, Mr. Viscogliosi has been principally responsible for driving innovation identification, regulatory and clinical strategies of the portfolio companies and capitalization structuring optimization of the portfolio companies. As Founder and CEO of Paradigm Spine, Mr. Viscogliosi was responsible for raising approximately $80 million in institutional equity investment and approximately $125 million of net debt in execution of its value creation strategy. As Executive Chairman of Knee Creations, Mr. Viscogliosi was responsible for guiding the business from product concept to early commercialization and ultimately its acquisition by Zimmer Biomet for nearly 10x revenues. As Founder and CEO of MCRA, LLC, Mr. Viscogliosi has been responsible for building MCRA into a leading medical device regulatory CRO with 20636131.120636221.1 236208-10001 nearly 100 professionals working with more than 150 clients on a monthly basis to achieve its strategic regulatory and clinical objectives. Mr. Viscogliosi graduated with a Bachelor of Arts degree from New York University with a double-major in Economics and Political Science.

~~The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:~~38

•Table ~~reviewing~~of and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;Contents

•Dr. ~~discussing~~Jack ~~with~~E. ~~management~~Zigler, MD, FACS, FAAOS, is an orthopedic spine surgeon and from 2008 to 2018 was Medical Director at the ~~independent~~Texas ~~auditor~~Back ~~significant~~Institute ~~financial~~(TBI). ~~reporting~~He ~~issues~~was Co-Director of the Spine Surgery Fellowship Program at TBI and ~~judgments~~served ~~made~~as Principal Investigator or Sub-Investigator on approximately twelve FDA studies. Dr. Zigler previously served from 1991 to 1996 as a Clinical Professor of Orthopedic Surgery at the USC School of Medicine and from 1994 to 1996 at the UCI School of Medicine. At that time, Dr. Zigler was also the Chief of the Spinal Injury Service and the Director of Fellowship & Residency Training at the Rancho Los Amigos Medical Center. Since 2018 he has been a member of the Medical Advisory Board of Veritas Health, International Society for the Advancement of Spine Surgery (“ISASS”), a member of the Board of Trustees of AO Spine, and an Associate Editor at the SAS Journal. Dr. Zigler is a Past President of the American Spinal Injury Association and Past President of the International Society for the Advancement of Spine Surgery. He has additionally served as chairman of multiple boards, including the AO Lumbar Degenerative Expert Group, the Exhibits and Membership Committees of the Cervical Spine Research Society, the CSRS Committee on Patient Education, the Program Committee of the American Spinal Injury Association and the Task Force on Aging of the North American Spine Society. In addition, Dr. Zigler was a board member of Capital Bank, a publicly traded bank based in ~~connection~~San ~~with~~Juan Capistrano, where he served as chairman of the ~~preparation~~compensation committee. Dr. Zigler has published over 90 papers in the peer-reviewed scientific literature and has authored three textbooks on spine surgery. He received multiple postgraduate training certificates as an Arnold Fellow in Spine Surgery at the Department of ~~our~~Orthopedic ~~financial~~Surgery, ~~statements;~~Case Western Reserve University School of Medicine, a Resident and Chief Resident in Orthopedic Surgery at Mount Sinai School of Medicine and Resident in Surgery at the Long Island Jewish — Hillside Medical Center. Dr. Zigler received his Bachelor of Science (Distinction) from Cornell University and later obtained his M.D. (cum laude) from the SUNY Upstate Medical Center in Syracuse, NY.

•Number ~~discussing~~and ~~with~~Terms ~~management~~of ~~major~~Office ~~risk~~of ~~assessment~~Officers and ~~risk management policies;~~Directors

•We ~~monitoring~~have ~~the~~seven ~~independence~~directors. Our board of ~~the~~directors ~~independent~~is ~~auditor;~~divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq.

•The ~~verifying~~term ~~the~~of ~~rotation~~office of the ~~lead~~first ~~(or~~class ~~coordinating)~~of ~~audit~~directors, ~~partner~~consisting ~~having~~of ~~primary~~Messrs. ~~responsibility~~Zahir, ~~for~~Zigler ~~the~~and ~~audit~~Drawbaugh, ~~and~~will expire at our first annual meeting of stockholders. The term of office of the ~~audit~~second ~~partner~~class ~~responsible~~of ~~for~~directors, ~~reviewing~~consisting of Messrs. John Viscogliosi, Marc Viscogliosi, Eberts and Kastanis, will expire at the ~~audit~~second asannual ~~required~~meeting byof ~~law;~~stockholders.

•Executive ~~reviewing and approving all related-party transactions;~~Compensation

•No ~~inquiring~~executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Our sponsor, officers and ~~discussing~~directors, advisor, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with ~~management~~activities on our ~~compliance~~behalf ~~with~~such ~~applicable~~as ~~laws~~identifying potential target businesses and ~~regulations;~~performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors, advisor or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

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

~~• appointing or replacing the independent auditor;~~39

•Table ~~determining the compensation and oversight~~ of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;Contents

•We ~~establishing~~do ~~procedures~~not ~~for~~intend to take any action to ensure that members of our management team maintain their positions with us after the ~~receipt~~consummation of our initial business combination, ~~retention~~although ~~and~~it ~~treatment~~is possible that some or all of ~~complaints~~our ~~received~~officers byand directors may negotiate employment or consulting arrangements to remain with us ~~regarding~~after ~~accounting,~~our ~~internal~~initial ~~accounting~~business ~~controls~~combination. The existence or ~~reports~~terms ~~which~~of ~~raise~~any ~~material~~such ~~issues~~employment ~~regarding~~or consulting arrangements to retain their positions with us may influence our ~~financial~~management’s ~~statements~~motivation in identifying or ~~accounting~~selecting ~~policies;~~a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

•Director ~~approving reimbursement of expenses incurred by our management team in identifying potential target businesses.~~Independence

~~Pursuant~~Nasdaq tolisting ~~Nasdaq~~standards ~~rules,~~and ~~the audit~~applicable ~~committee~~SEC ~~will~~rules atrequire ~~all~~that ~~times~~a bemajority ~~composed~~of ~~exclusively~~our board of directors be independent. An “independent ~~directors~~director” ~~who~~is ~~are~~defined ~~able~~generally toas ~~read~~a ~~and~~person ~~understand~~other ~~fundamental financial~~than ~~statements,~~an ~~including~~officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s ~~balance~~board ~~sheet~~of directors, ~~income~~would ~~statement~~interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Eberts, Kastanis, Drawbaugh, Zahir and ~~cash~~Zigler ~~flow~~are ~~statement~~“independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

InOur ~~addition,~~independent wedirectors ~~must~~will ~~certify~~have ~~to Nasdaq~~regularly ~~that~~scheduled ~~the~~meetings ~~committee~~at ~~has,~~which ~~and~~only ~~will~~independent ~~continue~~directors toare ~~have,~~present. atAny ~~least~~affiliated ~~one~~transactions ~~member~~will ~~who~~be ~~has~~on ~~past~~terms ~~employment~~that ~~experience~~our inboard ~~finance~~believes orare ~~accounting, requisite~~no ~~professional~~less ~~certification~~favorable into ~~accounting,~~us orthan ~~other~~could ~~comparable~~be ~~experience~~obtained orfrom ~~background~~independent ~~that results in the individual’s financial sophistication~~parties.

43Audit Committee

~~Nominating~~We ~~Committee~~have established an audit committee of the board of directors, which consists of three members, each of whom is an independent director under Nasdaq’s listing standards. Messrs. Kastanis, Eberts, and Drawbaugh serve as members of our audit committee, and Mr. Kastanis chairs the audit committee. Each of Messrs. Kastanis, Eberts and Drawbaugh meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Kastanis qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

WeThe ~~have~~audit ~~established a nominating~~ committee ~~of the board of directors, which consists of three members, each of whom is an independent director under Nasdaq~~’s ~~listing standards. Messrs. Drawbaugh~~duties, ~~Kastanis~~which ~~and~~are ~~Zigler~~specified ~~serve~~in asour ~~members~~Audit ofCommittee ~~the nominating committee~~Charter, ~~and Mr. Kastanis chairs the nominating committee. Each of Messrs. Drawbaugh~~include, ~~Kastanis~~but ~~and~~are ~~Zigler~~not ~~meet~~limited ~~the independent director standard under Nasdaq listing standards.~~to:

~~The~~● ~~nominating~~reviewing ~~committee~~and isdiscussing ~~responsible for~~with ~~overseeing~~management and the ~~selection~~independent ofauditor ~~persons~~the toannual beaudited ~~nominated~~financial ~~to serve on our board of directors. The nominating committee will consider persons identified by its members~~statements, ~~management, stockholders, investment bankers~~ and ~~others.~~recommending ~~The~~to ~~guidelines~~the ~~for~~board ~~selecting~~whether ~~nominees, which are specified in~~ the ~~Nominating~~audited ~~Committee~~financial ~~Charter,~~statements ~~generally~~should ~~provide~~be ~~that~~included ~~persons~~in toour beForm ~~nominated:~~10-K;

•● ~~should~~discussing ~~have~~with ~~demonstrated~~management ~~notable~~and orthe independent auditor significant ~~achievements~~financial reporting issues and judgments made in ~~business,~~connection ~~education~~with orthe ~~public~~preparation ~~service~~of our financial statements;

•● ~~should~~discussing ~~possess~~with ~~the~~management ~~requisite~~major ~~intelligence,~~risk ~~education,~~assessment and ~~experience~~risk tomanagement ~~make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations~~policies; ~~and~~

•● ~~should~~monitoring ~~have~~ the ~~highest~~independence ~~ethical standards, a strong sense~~ of ~~professionalism and intense dedication to serving~~ the ~~interests~~independent ~~of the stockholders.~~auditor;

~~The~~● ~~nominating~~verifying ~~committee~~the ~~will consider~~rotation ~~a number~~ of ~~qualifications~~the ~~relating~~lead to(or ~~management~~coordinating) ~~and~~audit ~~leadership~~partner ~~experience,~~having ~~background~~primary ~~and~~responsibility ~~integrity and professionalism in evaluating a person’s candidacy~~ for ~~membership on~~ the ~~board~~audit ~~of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time~~ and ~~will also consider~~ the ~~overall~~audit ~~experience~~partner ~~and~~responsible ~~makeup~~for ofreviewing ~~its~~the ~~members~~audit toas ~~obtain~~required ~~a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended~~ by ~~stockholders and other persons.~~law;

~~Compensation~~● ~~Committee~~reviewing and approving all related-party transactions;

We● ~~have~~inquiring ~~established a compensation committee of the board of directors, which consists of three members, each of whom is an independent director under Nasdaq’s listing standards. Messrs. Eberts, Drawbaugh~~ and ~~Zigler~~discussing ~~serve~~with asmanagement ~~members~~our ofcompliance ~~the~~with ~~compensation~~applicable ~~committee,~~laws and ~~Mr. Eberts chairs the compensation committee. Each of Messrs. Eberts, Drawbaugh and Zigler meet the applicable independent director standards under Nasdaq listing standards.~~regulations;

~~The~~● ~~compensation~~pre-approving ~~committee’s duties,~~all ~~which~~audit ~~are~~services ~~specified~~and inpermitted ~~our~~non-audit ~~Compensation~~services ~~Committee~~to ~~Charter,~~be ~~include~~performed by our independent auditor, ~~but~~including ~~are~~the ~~not~~fees ~~limited~~and terms of the services to: be performed;

•● ~~reviewing~~appointing ~~and~~or ~~approving~~replacing ~~on an annual basis~~ the ~~corporate~~independent goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluationauditor;

~~• reviewing and approving the compensation of all of our other executive officers;~~40

•Table ~~reviewing~~of ~~our executive compensation policies and plans;~~Contents

•● ~~implementing~~determining the compensation and ~~administering~~oversight ~~our~~of ~~incentive~~the ~~compensation~~work ~~equity-based~~of ~~remuneration~~the ~~plans~~independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

•● ~~assisting~~establishing ~~management~~procedures infor ~~complying~~the ~~with~~receipt, ~~our~~retention ~~proxy~~and ~~statement~~treatment ~~and~~of ~~annual~~complaints ~~report~~received ~~disclosure~~by ~~requirements~~us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

•● approving ~~all~~reimbursement ~~special~~of ~~perquisites,~~expenses ~~special~~incurred ~~cash~~by ~~payments~~our ~~and~~management ~~other~~team ~~special~~in ~~compensation~~identifying ~~and~~potential ~~benefit~~target ~~arrangements for our executive officers and employees;~~businesses.

•Pursuant ifto ~~required~~Nasdaq rules, ~~producing~~the aaudit ~~report~~committee onwill ~~executive~~at ~~compensation~~all totimes be ~~included~~composed inexclusively ~~our~~of ~~annual~~“independent ~~proxy~~directors” who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement; and cash flow statement.

44In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

•Nominating ~~reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.~~Committee

~~The~~We ~~charter~~have ~~also~~established ~~provides~~a ~~that the~~nominating ~~compensation~~ committee ~~may,~~of inthe ~~its~~board ~~sole~~of ~~discretion~~directors, ~~retain~~which orconsists ~~obtain the advice~~ of athree ~~compensation consultant~~members, ~~legal~~each ~~counsel~~of orwhom ~~other adviser~~is ~~and~~an ~~will~~independent bedirector ~~directly~~under ~~responsible~~Nasdaq’s ~~for~~listing ~~the~~standards. ~~appointment~~Messrs. Drawbaugh, ~~compensation~~Kastanis and ~~oversight~~Zigler ofserve ~~the~~as ~~work~~members of ~~any~~the ~~such~~nominating ~~adviser. However~~committee, ~~before engaging~~and orMr. ~~receiving~~Kastanis ~~advice~~chairs ~~from a compensation consultant, external legal counsel or any other adviser,~~ the ~~compensation~~nominating committee. ~~will consider~~Each ~~the~~of ~~independence~~Messrs. ofDrawbaugh, ~~each~~Kastanis ~~such~~and ~~adviser,~~Zigler ~~including~~meet the ~~factors~~independent ~~required~~director bystandard under Nasdaq ~~and~~listing ~~the SEC~~standards.

~~Notwithstanding~~The ~~the~~nominating ~~foregoing, as~~committee ~~indicated~~is ~~above,~~responsible nofor ~~compensation~~overseeing ofthe ~~any~~selection ~~kind,~~of ~~including~~persons ~~finders,~~to ~~consulting or other similar fees, will~~ be ~~paid~~nominated to ~~any~~serve ofon our ~~existing stockholders,~~board ~~including~~of ~~our~~ directors,. orThe ~~any~~nominating ofcommittee ~~their~~will ~~respective~~consider ~~affiliates,~~persons ~~prior~~identified ~~to,~~by orits ~~for~~members, ~~any~~management, ~~services they render in order to effectuate~~stockholders, ~~the~~ ~~consummation~~investment ofbankers aand ~~business combination~~others. ~~Accordingly,~~The itguidelines isfor ~~likely~~selecting ~~that prior to the consummation of an initial business combination~~nominees, ~~the~~ ~~compensation~~which ~~committee~~are ~~will~~specified ~~only~~in ~~be responsible for~~ the ~~review~~Nominating ~~and~~Committee ~~recommendation~~Charter, ofgenerally ~~any~~provide ~~compensation~~that ~~arrangements~~persons to be ~~entered into in connection with such initial business combination.~~nominated:

~~Code~~● ofshould ~~Ethics~~have demonstrated notable or significant achievements in business, education or public service;

~~Upon~~● ~~consummation~~should ofpossess ~~our~~the ~~initial public~~requisite ~~offering~~intelligence, weeducation, ~~adopted~~and aexperience ~~code~~to ofmake ~~ethics~~a ~~that~~significant ~~applies~~contribution to ~~all~~the ~~our~~board ~~executive~~of ~~officers,~~ directors and ~~employees.~~bring ~~The~~a ~~code~~range of ~~ethics~~skills, ~~codifies the~~diverse ~~business~~perspectives and ~~ethical~~backgrounds ~~principles~~to ~~that~~its ~~govern~~deliberations; ~~all aspects of our business.~~and

~~Conflicts~~● should have the highest ethical standards, a strong sense of ~~Interest~~professionalism and intense dedication to serving the interests of the stockholders.

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

•Compensation None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.Committee

•We Inhave ~~the~~established ~~course~~a ofcompensation ~~their~~committee ~~other~~of ~~business~~the ~~activities,~~board ~~our~~of ~~officers and~~ directors, ~~may~~which ~~become~~consists ~~aware~~ of ~~investment~~three ~~and~~members, ~~business~~each ~~opportunities~~of ~~which~~whom ~~may~~is bean ~~appropriate~~independent ~~for~~director ~~presentation~~under toNasdaq’s ~~our~~listing ~~company~~standards. ~~as well as the other entities with which they are affiliated~~Messrs. ~~Our~~Eberts, ~~management~~Drawbaugh ~~has pre-existing fiduciary duties~~ and ~~contractual~~Zigler ~~obligations~~serve ~~and~~as ifmembers ~~there is a conflict~~ of ~~interest~~the incompensation ~~determining~~committee, toand ~~which~~Mr. ~~entity~~Eberts achairs ~~particular~~the ~~business~~compensation ~~opportunity~~committee. ~~should~~Each beof ~~presented~~Messrs. Eberts, ~~any~~Drawbaugh ~~pre-existing~~and ~~fiduciary~~Zigler ~~obligation~~meet ~~will be presented~~ the ~~opportunity~~applicable ~~before~~independent wedirector ~~are~~standards ~~presented~~under ~~with~~Nasdaq itlisting standards.

•The ~~Our~~compensation ~~officers~~committee’s ~~and~~duties, ~~directors~~which ~~may~~are specified in ~~the~~our ~~future~~Compensation ~~become~~Committee ~~affiliated with entities~~Charter, ~~including other blank check companies~~include, ~~engaged~~but inare ~~business~~not ~~activities~~limited ~~similar~~ to ~~those intended to be conducted by our company.~~:

•● ~~Our~~reviewing ~~officers~~ and ~~directors~~approving ~~will~~on ~~not~~an ~~receive~~annual ~~distributions~~basis ~~from~~ the ~~trust~~corporate ~~account~~goals ~~with respect to any of their founder shares if we do not complete a business combination. In addition, our officers~~ and ~~directors~~objectives ~~may~~relevant ~~loan funds~~ to usour ~~and~~Chief ~~may~~Executive beOfficer’s ~~owed~~compensation, ~~reimbursement~~evaluating ~~for expenses incurred in connection with certain activities on~~ our ~~behalf~~Chief ~~which~~Executive ~~would~~Officer’s ~~only~~performance bein ~~repaid~~light ifof wesuch ~~complete~~goals anand ~~initial~~objectives ~~business~~and ~~combination.~~determining ~~For~~and ~~the~~approving ~~foregoing reasons,~~ the ~~personal~~remuneration ~~and~~(if ~~financial~~any) ~~interests~~ of our ~~directors~~Chief ~~and~~Executive ~~executive~~Officer’s ~~officers~~based ~~may~~on ~~influence~~such ~~their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.~~evaluation;

4541

•Table ~~Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation~~ of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months after the closing of our initial public offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the reported closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will not be transferable, assignable, or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.Contents

•● ~~Our~~reviewing ~~officers~~ and ~~directors~~approving ~~may~~the ~~have~~compensation ~~a conflict~~ of ~~interest~~all ~~with respect to evaluating a particular business combination if the retention or resignation~~ of ~~any such officers and directors was included by a target business as a condition to any agreement with respect to~~ our ~~initial~~other ~~business~~executive ~~combination.~~officers;

•● ~~Our~~reviewing ~~sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from~~ our ~~sponsor~~executive orcompensation anpolicies affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability, and ~~exercise period.~~plans;

~~The~~● ~~conflicts~~implementing ~~described~~and ~~above~~administering ~~may~~our ~~not~~incentive becompensation ~~resolved in~~equity-based ~~our~~remuneration ~~or your favor.~~plans;

In● ~~general,~~assisting ~~officers~~management ~~and~~in ~~directors of~~complying awith ~~corporation~~our ~~incorporated~~proxy ~~under~~statement ~~the~~and ~~laws~~annual ofreport ~~the~~disclosure ~~State of Delaware are required to present business opportunities to a corporation if:~~requirements;

•● ~~the~~approving ~~corporation~~all ~~could~~special ~~financially~~perquisites, ~~undertake~~special ~~the~~cash ~~opportunity~~payments and other special compensation and benefit arrangements for our executive officers and employees;

•● ~~the~~if ~~opportunity~~required, isproducing ~~within~~a ~~the~~report ~~corporation’s~~on ~~line~~executive ofcompensation ~~business~~to be included in our annual proxy statement; and

•● itreviewing, ~~would~~evaluating ~~not be fair to the corporation~~ and ~~its~~recommending ~~stockholders~~changes, ~~for~~if ~~the~~appropriate, ~~opportunity not~~ to ~~be brought to~~ the ~~attention~~remuneration offor ~~the corporation~~directors.

~~Accordingly,~~The ascharter aalso result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation provides that the ~~doctrine of~~compensation ~~corporate~~committee ~~opportunity~~may, ~~will~~in ~~not~~its ~~apply~~sole ~~with~~discretion, ~~respect~~retain ~~to any of our officers~~ or ~~directors~~obtain ~~in circumstances where~~ the ~~application~~advice of ~~the doctrine~~a ~~would~~compensation ~~conflict~~consultant, ~~with~~legal ~~any~~counsel ~~fiduciary duties~~ or ~~contractual~~other ~~obligations~~adviser ~~they may have. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers~~ and ~~directors~~will ~~(other~~be ~~than~~directly ~~our~~responsible ~~independent directors) have agreed to present to us~~ for ~~our~~the ~~consideration~~appointment, ~~prior~~compensation toand ~~presentation~~oversight ~~to any other person or entity, any suitable opportunity to acquire a target business, until the earlier~~ of: ~~(i) our consummation of an initial business combination and (ii) 18 months from~~ the ~~date~~work of ~~our~~ ~~initial~~any ~~public~~such ~~offering~~adviser. ~~This agreement is~~However, ~~however,~~before ~~subject~~engaging ~~to any pre-existing fiduciary and contractual obligations such officer~~ or ~~director~~receiving ~~may~~advice from ~~time to time have to another entity. Accordingly, if any of them becomes aware of~~ a ~~business~~compensation ~~combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations~~consultant, heexternal orlegal ~~she~~counsel ~~will honor his~~ or ~~her~~ ~~fiduciary~~any orother ~~contractual obligations to present such business combination opportunity to such entity~~adviser, ~~and only present it to us if such entity rejects~~ the ~~opportunity.~~compensation Wecommittee dowill ~~not~~consider ~~believe, however, that~~ the ~~pre-existing~~independence ~~fiduciary duties or contractual obligations~~ of ~~our~~ ~~officers~~each ~~and~~such ~~directors~~adviser, ~~will~~including ~~materially undermine our ability to complete our business combination because in most cases~~ the ~~affiliated companies~~factors ~~are~~required ~~closely held entities controlled~~ by ~~the~~Nasdaq ~~officer~~and ~~or director or~~ the ~~nature of the affiliated company’s business is such that it is unlikely that a conflict will arise~~SEC.

46Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

~~The~~Code ~~following table summarizes the other relevant pre-existing fiduciary or contractual obligations~~ of ~~our officers and directors:~~Ethics

~~The~~Upon ~~following~~consummation ~~table~~of ~~summarizes~~our ~~the~~initial ~~other~~public ~~relevant pre-existing~~offering, ~~fiduciary~~we oradopted ~~contractual~~a ~~obligations~~code of ethics that applies to all our executive officers, directors and ~~directors:~~employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

~~Individual~~Conflicts ~~Entity~~of Entity’s Business Affiliation John J. Viscogliosi Viscogliosi Brothers, LLC Financial Services Principal Co-Founder VB Asset Management, LLC Financial Services Principal Co-Founder Viscogliosi & Co., Inc. Financial Services Principal Co-Founder VB Angel Network LLC Financial Services Co-Founder and Chairman VB Enviro Care, LLC Medical Device Co-Founder and Board Member MCRA, LLC Medical Device and Biologics Co-Founder and Board Member Spine BioPharma, LLC CRO Biologics Co-Founder and Board Member Woven Orthopedic Technologies, LLC Medical Device Co-Founder Companion Spine, LLC Medical Device Co-Founder Centinel Spine, LLC Medical Device Consultant and VB Portfolio Company Diamond Orthopedic, LLC Medical Device Consultant and VB Portfolio Company Enhatch, Inc. Medical Device Consultant and VB Portfolio Company Ni-Q, LLC Medical Device Consultant and VB Portfolio Company VB Healthcare Opportunities Fund Medical Device Consultant and VB Portfolio Company VB Venture Partners VI Investment Fund Company Senior Partner VB Venture Partners VII Special Purpose Vehicle Managing Member VB Venture Partners IX Special Purpose Vehicle Managing Member VB Venture Partners X Special Purpose Vehicle Managing Member VB Venture Partners XI Special Purpose Vehicle Managing Member VB Venture Partners XII Special Purpose Vehicle Managing Member VB Venture Partners XIII Special Purpose Vehicle Managing Member VB Venture Partners XIV Special Purpose Vehicle Managing Member VB Venture Partners XV Special Purpose Vehicle Managing Member VB Venture Partners XVI Special Purpose Vehicle Managing Member VB Venture Partners XVII Special Purpose Vehicle Managing MemberInterest

47Potential investors should be aware of the following potential conflicts of interest:

~~Individual~~● ~~Entity~~None Entity’s Business Affiliation Steve Ward Viscogliosi Brothers, LLC Financial Services Acting CFO F. Samuel Eberts III Daerter Group, LLC Healthcare and Information Technology Sole Owner Duke University Law School Higher Education Senior Lecturing Fellow Endicott College Higher Education Trustee Easters Seals UCP of ~~Virginia~~our ~~and~~officers ~~North Carolina Medical Mental Health~~ and ~~Disability~~directors ~~Services~~is ~~Board~~required ~~Member~~to ~~Dan~~commit ~~Drawbaugh~~their ~~The~~full ~~Steadman~~time ~~Clinic,~~to ~~LLC~~our ~~Orthopedic~~affairs Clinic CEO Steadman Philippon Research Institute Orthopedic Research COE MJP Innovations Orthopedic Research Co-Owner Orthopedic Care Partners Duquesne University Medical Device Board Member Orthopedic Clinic Orthopedic Research Hospital and ~~Healthcare Higher Education Board Member John N. Kastanis JNK Consulting~~, ~~LLC Healthcare Consulting Telehealth Principal Consultant MedSign International Corp. Medical Device Board Member McGinley Orthopaedic Innovations~~accordingly, ~~LLC~~they ~~Medical~~may ~~Device~~have ~~Board~~conflicts ~~Member~~of ~~StoneBridge~~interest ~~Healthcare,~~in ~~LLC~~allocating ~~Hospital~~their ~~Finance~~time ~~and~~among ~~Turnaround~~various ~~Acquisition~~business Management Team Member Fares Zahir Xeraya Capital Sdn Bhd Financial Services CEO Xeraya Capital Labuan Ltd Financial Services CEO Malaysian Technology Development Corporation Financial Services Board Member Marc Ractivities. Viscogliosi Viscogliosi Brothers, LLC Financial Services Principal VB Asset Management, LLC Financial Services Co-Founder Viscogliosi & Co., Inc. Financial Services Co-Founder VB Angel Network, LLC Financial Services Co-Founder VB Enviro Care, LLC Medical Device Co-Founder and Chairman MCRA, LLC Medical Device and Biologics CRO Biologics Board Member Spine Biopharma, LLC Medical Device Chairman & CEO Woven Orthopedic Medical Device Co-Founder and Board

48● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity before we are presented with it.

Individual	Entity	Entity’s Business	Affiliation
	Technologies, LLC		Member
	Companion Spine, LLC	Medical Device	Co-Founder – Board Member
	Centinel Spine, LLC	Medical Device	VB Portfolio Company
	Diamond Orthopedic, LLC	Medical Device	VB Portfolio Company
	Enhatch, Inc. Ni-Q, LLC	Medical Device	VB Portfolio Company
	VB Venture Partners VI	SPV	Managing Member
	VB Venture Partners VII	SPV	Managing Member
	VB Venture Partners IX	SPV	Managing Member
	VB Venture Partners X	SPV	Managing Member
	VB Venture Partners XI	SPV	Managing Member
	VB Venture Partners XII	SPV	Managing Member
	VB Venture Partners XIII	SPV	Managing Member
	VB Venture Partners XIV	SPV	Managing Member
	VB Venture Partners XV	SPV	Managing Member
	VB Venture Partners XVI	SPV	Managing Member
	VB Venture Partners XVII	SPV	Managing Member
	Paradigm Spine, LLC	Medical Device	Chairman & CEP
Jack E. Zigler	Texas Back Institute	Spine Surgery and Clinical Research	Senior Partner
	Zigler Motors, Inc.	Motor Vehicle Sales	President and Sole Owner
	International Society for the Advancement of Spinal Surgery (IASS)	Education and Advocacy for Spinal Surgeons	Member until 5/15/21

●	Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

In● ~~connection~~Our ~~with~~officers ~~the~~and ~~vote~~directors ~~required for~~will ~~any~~not ~~business~~receive ~~combination,~~distributions ~~all~~from ofthe ~~our~~trust ~~existing~~account ~~stockholders,~~with ~~including~~respect ~~all of our officers and directors, have agreed~~ to ~~vote~~any of their ~~respective~~ founder shares inif ~~favor~~we ofdo ~~any~~not ~~proposed~~complete a business combination. In addition, ~~they~~our ~~have~~officers ~~agreed~~and todirectors ~~waive~~may ~~their~~loan ~~respective~~funds ~~rights~~ to ~~participate~~us inand ~~any~~may ~~liquidation~~be ~~distribution~~owed ~~with~~reimbursement ~~respect~~for toexpenses ~~those~~incurred ~~shares~~in ofconnection ~~common~~with ~~stock~~certain ~~acquired~~activities byon ~~them prior to~~ our ~~initial~~behalf ~~public offering.~~which Ifwould ~~they~~only ~~purchase~~be ~~shares~~repaid ofif ~~common~~we ~~stock~~complete inan ~~our~~ initial ~~public~~business ~~offering~~combination. orFor in the ~~open~~foregoing ~~market~~reasons, ~~however,~~the ~~they~~personal ~~would~~and befinancial ~~entitled to~~interests ~~participate in any liquidation distribution in respect~~ of ~~such~~our ~~shares~~directors ~~but~~and ~~have~~executive ~~agreed~~officers ~~not~~may toinfluence ~~redeem such shares (or sell~~ their ~~shares in~~motivation ~~any tender offer)~~ in ~~connection~~identifying ~~with~~and ~~the~~selecting ~~consummation~~a oftarget ~~our~~business, ~~initial~~completing a business combination orin ana ~~amendment~~timely tomanner ~~our~~and ~~amended~~securing ~~and~~the ~~restated certificate~~release of ~~incorporation~~their ~~relating to pre-business combination activity~~shares.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.42

ToTable ~~further minimize conflicts~~ of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors, special advisors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination.Contents

49● Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months after the closing of our initial public offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the reported closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the common stock underlying such warrants, will not be transferable, assignable, or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

~~Limitation~~● onOur ~~Liability~~officers and ~~Indemnification~~ directors may have a conflict of ~~Officers~~interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and ~~Directors~~directors was included by a target business as a condition to any agreement with respect to our initial business combination.

● Our ~~amended~~sponsor, ~~and~~officers ~~restated~~or ~~certificate of~~directors ~~incorporation~~may ~~provides~~have ~~that~~a ~~our~~conflict ~~officers~~of ~~and~~interest ~~directors~~with ~~will~~respect ~~be indemnified by us~~ to ~~the~~evaluating ~~fullest~~a ~~extent~~business ~~authorized~~combination byand ~~Delaware~~financing ~~law,~~ arrangements as itwe ~~now~~may ~~exists~~obtain orloans ~~may~~from inour ~~the~~sponsor ~~future~~or bean ~~amended.~~affiliate Inof ~~addition,~~ our ~~amended~~sponsor ~~and~~or ~~restated~~any ~~certificate~~ of ~~incorporation~~our ~~provides~~officers ~~that~~or ~~our~~ directors ~~will~~to ~~not~~finance betransaction ~~personally~~costs ~~liable~~in ~~for~~connection ~~monetary~~with ~~damages~~an tointended usinitial orbusiness ~~our~~combination. ~~stockholders~~Up ~~for~~to ~~breaches~~$1,500,000 of ~~their~~such ~~fiduciary~~loans ~~duty~~may asbe ~~directors, unless~~convertible ~~they~~into ~~violated~~warrants ~~their~~at ~~duty~~a price of ~~loyalty~~$1.00 toper uswarrant orat ~~our~~the ~~stockholders,~~option ~~acted~~of inthe ~~bad~~lender. ~~faith,~~Such ~~knowingly~~warrants orwould ~~intentionally~~be ~~violated~~identical to the ~~law, authorized~~private ~~unlawful~~placement ~~payments of dividends~~warrants, ~~unlawful~~including ~~stock~~as ~~purchases~~to orexercise ~~unlawful~~price, ~~redemptions~~exercisability, orand ~~derived~~exercise ~~an improper personal benefit from their actions as directors~~period.

WeThe ~~have~~conflicts ~~entered~~described ~~into~~above ~~agreements with~~may ~~our~~not ~~officers~~be ~~and~~resolved ~~directors to provide contractual indemnification~~ in ~~addition to the indemnification provided for in~~ our ~~amended and restated certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any officer, director~~ or ~~employee for~~your ~~any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification~~favor.

WeIn ~~have~~general, ~~purchased a policy of directors’ and~~ officers’ ~~liability insurance that insures our officers~~ and directors ~~against the cost~~ of ~~defense, settlement, or payment of~~ a ~~judgment~~corporation inincorporated ~~some~~under ~~circumstances and insures us against our obligations to indemnify our officers and directors. Except with respect to any public shares they may acquire in our initial public offering or thereafter (in~~ the ~~event~~laws weof ~~do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to~~ the ~~initial~~State ~~business~~of ~~combination~~Delaware ~~will~~are ~~also be~~ required to ~~waive)~~present ~~any~~business ~~right,~~opportunities ~~title, interest or claim of any kind in or~~ to ~~any monies~~a incorporation ~~the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.~~if:

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

We● ~~believe that these provisions,~~ the ~~directors’~~opportunity ~~and~~is ~~officers’~~within ~~liability insurance and~~ the ~~indemnity~~corporation’s ~~agreements~~line ~~are~~of ~~necessary~~business; ~~to attract~~ and ~~retain talented and experienced officers and directors.~~

~~Compensation~~● ~~Committee~~it ~~Interlocks~~would not be fair to the corporation and ~~Insider Participation~~its stockholders for the opportunity not to be brought to the attention of the corporation.

~~We have~~Accordingly, as a ~~compensation~~result ~~committee~~of inmultiple ~~place~~business affiliations, ~~which~~our ~~consists~~officers ofand ~~three~~directors ~~members,~~may ~~each~~have ofsimilar ~~whom~~legal isobligations anrelating ~~independent director~~to ~~under~~presenting ~~Nasdaq’s~~business ~~listing~~opportunities ~~standards.~~meeting ~~Messrs~~the above-listed criteria to multiple entities. ~~Eberts~~ Furthermore, ~~Drawbaugh~~our amended and ~~Zigler~~restated ~~serve~~certificate asof ~~members~~incorporation ofprovides that the ~~compensation~~doctrine ~~committee, and~~of ~~Mr. Eberts~~corporate ~~chairs~~opportunity ~~the~~will ~~compensation~~not ~~committee.~~apply ~~None~~with respect to any of our officers or directors ~~who~~in ~~currently~~circumstances ~~serve~~where asthe ~~members~~application of ~~our~~the ~~compensation committee~~doctrine ~~is,~~would conflict with any fiduciary duties or ~~has~~contractual atobligations ~~any~~they ~~time~~may inhave. ~~the~~In ~~past~~order ~~been,~~to ~~one~~minimize potential conflicts of interest which may arise from multiple affiliations, our officers orand ~~employees.~~directors ~~None~~(other ofthan our ~~executive~~independent ~~officers~~directors) ~~currently~~have ~~serves~~agreed to present to us for our consideration, or inprior ~~the~~to ~~past~~presentation ~~year~~to ~~has~~any ~~served~~other person or entity, asany suitable opportunity to acquire a ~~member~~target ofbusiness, until the ~~compensation~~earlier ~~committee~~of: (i) our consummation of an initial business combination and (ii) 18 months from the date of our initial public offering. This agreement is, however, subject to any ~~other~~pre-existing ~~entity~~fiduciary ~~that~~and ~~has~~contractual ~~one~~obligations such officer or ~~more~~director ~~executive~~may ~~officers serving~~from ontime ~~our~~to ~~board~~time ofhave ~~directors~~to another entity. ~~None~~Accordingly, if any of ~~our~~them ~~executive~~becomes ~~officers~~aware ~~currently~~of ~~serves~~a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary or contractual obligations, he or inshe ~~the~~will ~~past~~honor ~~year~~his ~~has~~or ~~served~~her fiduciary or contractual obligations to present such business combination opportunity to such entity, asand aonly ~~member~~present ofit to us if such entity rejects the ~~board~~ ofopportunity. ~~directors~~We ofdo ~~any~~not ~~other~~believe, ~~entity~~however, that ~~has~~the ~~one~~pre-existing fiduciary duties or ~~more~~contractual ~~executive~~obligations of our officers ~~serving~~and ondirectors will materially undermine our ~~compensation~~ability ~~committee~~to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~43

~~Section 16(a) of~~Table ~~the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10%~~ of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.Contents

50The following table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors:

~~Based~~The ~~solely~~following ontable ~~our~~summarizes ~~review~~the ofother ~~such~~relevant ~~forms~~pre-existing ~~furnished to~~fiduciary usor ~~and~~contractual ~~written~~obligations ~~representations~~of ~~from certain reporting persons, we believe that all filing requirements applicable to~~ our ~~executive~~ officers, ~~directors~~ and ~~greater than 10% beneficial owners were filed in a timely manner.~~directors:

~~Item 11~~Individual Entity Entity’s Business Affiliation John J. ~~Executive~~Viscogliosi ~~Compensation~~ Viscogliosi Brothers, LLC Financial Services Principal Co-Founder VB Asset Management, LLC Financial Services Principal Co-Founder Viscogliosi & Co., Inc. Financial Services Principal Co-Founder VB Angel Network LLC Financial Services Co-Founder and Chairman VB Enviro Care, LLC Medical Device Co-Founder and Board Member MCRA, LLC Medical Device and Biologics Co-Founder and Board Member Spine BioPharma, LLC CRO Biologics Co-Founder and Board Member Woven Orthopedic Technologies, LLC Medical Device Co-Founder Companion Spine, LLC Medical Device Co-Founder Centinel Spine, LLC Medical Device Consultant and VB Portfolio Company Diamond Orthopedic, LLC Medical Device Consultant and VB Portfolio Company Enhatch, Inc. Medical Device Consultant and VB Portfolio Company Ni-Q, LLC Medical Device Consultant and VB Portfolio Company VB Healthcare Opportunities Fund Medical Device Consultant and VB Portfolio Company VB Venture Partners VI Investment Fund Company Senior Partner VB Venture Partners VII Special Purpose Vehicle Managing Member VB Venture Partners IX Special Purpose Vehicle Managing Member VB Venture Partners X Special Purpose Vehicle Managing Member VB Venture Partners XI Special Purpose Vehicle Managing Member VB Venture Partners XII Special Purpose Vehicle Managing Member VB Venture Partners XIII Special Purpose Vehicle Managing Member VB Venture Partners XIV Special Purpose Vehicle Managing Member VB Venture Partners XV Special Purpose Vehicle Managing Member VB Venture Partners XVI Special Purpose Vehicle Managing Member VB Venture Partners XVII Special Purpose Vehicle Managing Member

~~Employment Agreements~~

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

~~Executive Officers and Director Compensation~~44

NoTable ~~executive officer has received any cash compensation for services rendered to us. We currently pay to an affiliate~~ of ~~VBOC Holdings, LLC for office space and related services an aggregate fee of $10,000 per month~~Contents

~~Our~~Individual ~~officers~~Entity Entity’s Business Affiliation Steve Ward Viscogliosi Brothers, LLC Financial Services Acting CFO F. Samuel Eberts III Daerter Group, LLC Healthcare and ~~directors~~Information ~~will~~Technology ~~also~~ ~~receive~~Sole ~~reimbursement for~~Owner ~~any~~ ~~out-~~ Duke University Law School Higher Education Senior Lecturing Fellow Endicott College Higher Education Trustee Market Street Healthcare Partners Financial Services Partner Easters Seals UCP of~~-pocket~~ ~~expenses~~Virginia ~~incurred~~and byNorth ~~them~~Carolina in ~~connection~~Medical ~~with~~Mental ~~activities~~Health onand ~~our~~Disability ~~behalf,~~Services ~~such~~ asBoard ~~identifying~~Member ~~potential~~Dan ~~target~~Drawbaugh ~~businesses~~ The Steadman Clinic, ~~performing~~ ~~business~~LLC ~~due~~ ~~diligence~~Orthopedic onClinic ~~suitable~~ ~~target~~CEO ~~businesses~~ ~~and~~ ~~business~~Steadman ~~combinations~~Philippon asResearch ~~well~~Institute as ~~traveling~~Orthopedic toResearch COE MJP Innovations Orthopedic Research Co-Owner Orthopedic Care Partners Duquesne University Medical Device Board Member Orthopedic Clinic Orthopedic Research Hospital and ~~from~~Healthcare ~~the~~Higher ~~offices~~Education Board Member John N. Kastanis JNK Consulting, ~~plants~~ orLLC ~~similar~~ ~~locations~~Healthcare ofConsulting ~~prospective~~Telehealth ~~target~~ ~~businesses~~Principal toConsultant ~~examine~~ ~~their~~ ~~operations.~~MedSign ~~There~~International isCorp. no ~~limit~~Medical onDevice ~~the~~ ~~amount~~Board ofMember ~~out-of-pocket expenses~~ ~~reimbursable~~ byMcGinley usOrthopaedic ~~provided~~Innovations, ~~however~~LLC Medical Device Board Member StoneBridge Healthcare, ~~that~~LLC to ~~the~~Hospital ~~extent~~Finance ~~such~~and ~~expenses~~Turnaround ~~exceed~~Acquisition ~~the~~ ~~available~~Management ~~proceeds~~Team ~~not~~Member ~~deposited~~Fares inZahir ~~the~~ ~~trust account~~Xeraya Capital Sdn Bhd Financial Services CEO Xeraya Capital Labuan Ltd Financial Services CEO Malaysian Technology Development Corporation Financial Services Board Member Marc R. Viscogliosi Viscogliosi Brothers, ~~such~~LLC ~~expenses~~ ~~would~~Financial ~~not~~Services be ~~reimbursed~~Principal by us ~~unless~~VB weAsset ~~consummate~~Management, anLLC ~~initial~~ ~~business~~Financial ~~combination~~Services Co-Founder Viscogliosi & Co., ~~Our~~Inc. ~~audit~~ ~~committee~~Financial ~~will~~Services ~~review and~~ ~~approve~~Co-Founder ~~all~~ ~~reimbursements~~ ~~made~~VB toAngel ~~our~~Network, ~~sponsor~~LLC Financial Services Co-Founder VB Enviro Care, ~~officers~~LLC Medical Device Co-Founder and Chairman MCRA, ~~directors~~LLC or ~~their~~Medical ~~respective~~Device ~~affiliates~~and Biologics CRO Biologics Board Member Spine Biopharma, ~~with~~LLC ~~any~~ ~~interested~~Medical ~~director~~Device ~~abstaining from~~ ~~such~~Chairman ~~review~~& CEO Woven Orthopedic Medical Device Co-Founder and ~~approval.~~Board

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

5145

~~ITEM~~Table ~~12. Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Contents

The following table sets forth as the date of this Annual Report on Form 10-K the number of shares of Common Stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Common Stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of the date of this Annual Report on Form 10-K, we had 9,656,250 shares of Common Stock issued and outstanding.

Individual	Entity	Entity’s Business	Affiliation
	Technologies, LLC	Member
	Companion Spine, LLC	Medical Device	Co-Founder – Board Member
	Centinel Spine, LLC	Medical Device	VB Portfolio Company
	Diamond Orthopedic, LLC	Medical Device	VB Portfolio Company
	Enhatch, Inc. Ni-Q, LLC	Medical Device	VB Portfolio Company
	VB Venture Partners VI	SPV	Managing Member
	VB Venture Partners VII	SPV	Managing Member
	VB Venture Partners IX	SPV	Managing Member
	VB Venture Partners X	SPV	Managing Member
	VB Venture Partners XI	SPV	Managing Member
	VB Venture Partners XII	SPV	Managing Member
	VB Venture Partners XIII	SPV	Managing Member
	VB Venture Partners XIV	SPV	Managing Member
	VB Venture Partners XV	SPV	Managing Member
	VB Venture Partners XVI	SPV	Managing Member
	VB Venture Partners XVII	SPV	Managing Member
	Paradigm Spine, LLC	Medical Device	Chairman & CEP
Jack E. Zigler	Texas Back Institute	Spine Surgery and Clinical Research	Senior Partner
	Zigler Motors, Inc.	Motor Vehicle Sales	President and Sole Owner
	International Society for the Advancement of Spinal Surgery (IASS)	Education and Advocacy for Spinal Surgeons	Member until 5/15/21

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The following table does not reflect record of beneficial rights included in the units or the private rights issued pursuant to the Company’s initial public offering as these rights are not convertible until consummation of the Company’s initial business combination.

	Number of		Approximate Percentage of
Name and Address of Beneficial Owner(1)	Shares Beneficially Owned		Outstanding Common Stock
VBOC Holdings, LLC(2)		2,036,250		23.61	%
John J. Viscogliosi		2,036,250&		23.61	%
Steve Ward		0		*
F. Samuel Eberts III		30,000		*
Dan Drawbaugh		30,000		*
John N. Kastanis		30,000		*
Fares Zahir		0		*
Marc R. Viscogliosi		2,036,250		23.61
Dr. Jack E. Zigler		30,000		*
All directors and executive officers as a group (8 individuals)		2,156,250		23.61	%
Linden GP LLC(3)		650,000		8.7	%
Saba Capital Management GP, LLC(4)		551,200		7.3	%

In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective founder shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to those shares of common stock acquired by them prior to our initial public offering. If they purchase shares of common stock in our initial public offering or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to redeem such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment to our amended and restated certificate of incorporation relating to pre-business combination activity.

*All ~~Less~~ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than ~~one~~are ~~percent~~available from unaffiliated third parties. Such transactions will require prior approval by our audit committee, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders, unless we have obtained (1i) ~~Unless~~ ~~otherwise~~an ~~indicated,~~opinion from an independent investment banking firm that the business ~~address~~combination ofis ~~each~~fair to our unaffiliated stockholders from a financial point of view and (ii) the ~~individuals~~approval isof ~~c/o Viscogliosi~~a ~~Brothers~~majority ~~Acquisition~~of ~~Corp~~our disinterested and independent directors (if we have any at that time). Furthermore, ~~505~~in ~~Park~~no ~~Avenue~~event will any of our initial stockholders, ~~14th~~officers, ~~Floor~~directors, ~~New~~special ~~York~~advisors or their respective affiliates be paid any finder’s fee, NYconsulting ~~10022~~fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination.

~~(2) Consists~~Limitation ofon ~~shares~~Liability ~~of common stock owned by VBOC Holdings, LLC, for which Viscogliosi Brothers, LLC is the managing member. Anthony, John J.~~ and ~~Marc~~Indemnification ~~R. Viscogliosi, as the Principals~~ of ~~Viscogliosi Brothers,~~Officers ~~LLC share voting~~ and ~~dispositive control over the shares.~~Directors

~~(3)~~Our ~~Pursuant~~amended toand arestated ~~Schedule~~certificate ~~13G~~of ~~filed~~incorporation onprovides ~~January~~that ~~14,~~our ~~2022.~~officers ~~The~~and ~~address for~~directors ~~the~~will ~~Reporting~~be ~~Person~~indemnified isby ~~590~~us ~~Madison~~to ~~Avenue, 15th Floor, New York, New York 10022. The statement is filed on behalf of each of~~ the ~~following~~ ~~persons~~fullest ~~(collectively,~~extent ~~the~~authorized ~~“Reporting~~by ~~Persons”): Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”); Linden GP LLC, a~~ Delaware ~~limited liability company (“Linden GP”); Linden Advisors LP~~law, aas ~~Delaware~~it ~~limited partnership~~now ~~(“Linden~~exists ~~Advisors”);~~or ~~and Siu Min (Joe) Wong (“Mr. Wong”). As of January 11, 2022, each of Linden Advisors and Mr. Wong~~ may bein ~~deemed~~ the ~~beneficial~~future ~~owner~~be ~~of 650,000 Shares~~amended. ~~This~~In ~~650~~addition,~~000~~ ~~amount~~our ~~consists~~amended ~~of 606,997 Shares held by Linden Capital~~ and ~~43,003~~restated ~~Shares~~certificate ~~held by the Managed Accounts. As~~ of ~~January~~incorporation ~~11,~~provides ~~2022,~~that ~~each~~our ofdirectors ~~Linden~~will GPnot ~~and Linden Capital may~~ be ~~deemed~~personally ~~the~~liable ~~beneficial owner~~for ofmonetary ~~the~~damages ~~606,997~~to ~~Shares~~us ~~held~~or byour ~~Linden~~stockholders ~~Capital.~~for ~~The~~breaches ~~Statement~~of ~~relates~~their tofiduciary ~~Shares~~duty (as ~~defined~~directors, ~~herein)~~unless ~~held~~they ~~for~~violated ~~the~~their ~~account~~duty of ~~Linden Capital~~loyalty ~~and~~to ~~one~~us or ~~more~~our ~~separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and~~stockholders, acted in ~~such~~bad ~~capacity~~faith, ~~may~~knowingly beor ~~deemed~~intentionally toviolated ~~beneficially own~~ the ~~Shares~~law, ~~held~~authorized byunlawful ~~Linden~~payments ~~Capital. Linden Advisors is the investment manager~~ of ~~Linden~~dividends, ~~Capital~~unlawful ~~and~~stock ~~trading~~purchases ~~advisor~~ or ~~investment~~unlawful ~~advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities~~redemptions, ~~Linden~~or ~~Advisors~~derived ~~and~~an ~~Mr.~~improper ~~Wong~~personal ~~may~~benefit ~~each~~from betheir ~~deemed~~actions toas ~~beneficially own the Shares held by each of Linden Capital and the Managed Accounts~~directors.

(4) Pursuant to a Schedule 13G filed on January 20, 2022. The address for the Reporting Person is 405 Lexington Avenue, 58th Floor, New York, New York 10174. Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"), Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"), and Mr. Boaz R. Weinstein (together, the "Reporting Persons"). The filing of the statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported therein.46

InTable ~~order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate~~ of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we will repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. If our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability, and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.Contents

52We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.

~~ITEM~~We 13have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement, or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. ~~Certain~~Except ~~Relationships~~with respect to any public shares they may acquire in our initial public offering or thereafter (in the event we do not consummate an initial business combination), our officers and ~~Related~~directors ~~Transactions~~have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and ~~Director~~not ~~Independence~~to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.

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

OnWe ~~February 17,~~believe ~~2021,~~that ~~the~~these ~~Sponsor paid $25~~provisions,~~000 to~~ ~~cover~~the ~~certain~~directors’ ~~offering~~and ~~costs~~officers’ inliability ~~consideration~~insurance ~~for~~and ~~2,156,250 shares of Common stock (~~the ~~“founder~~indemnity ~~shares”).~~agreements ~~Subsequently, an~~are ~~aggregate~~necessary ofto ~~150,000~~attract ~~founder~~and ~~shares~~retain ~~were~~talented ~~transferred~~and toexperienced ~~directors~~officers ofand ~~the Company~~directors.

~~Private~~Compensation ~~Placements~~Committee inInterlocks ~~connection~~and ~~with~~Insider ~~the IPO~~Participation

OnWe ~~January~~have 11a compensation committee in place, ~~2022~~which consists of three members, ~~the~~each ~~Company~~of ~~consummated~~whom ~~its initial~~is ~~public~~an ~~offering~~independent ~~(“IPO”)~~director ofunder 7Nasdaq’s listing standards. Messrs. Eberts,~~500,000~~ ~~units~~Drawbaugh (and Zigler serve as members of the ~~“Units”)~~compensation committee, and Mr. ~~Each~~Eberts ~~Unit~~chairs ~~consists~~the ofcompensation ~~one~~committee. ~~share~~None of ~~common~~our ~~stock~~ directors who currently serve as members of ~~the~~our ~~Company~~compensation committee is, ~~par~~or ~~value~~has ~~$0.0001~~at ~~per~~any ~~share~~time (in the ~~“Common~~past ~~Stock”)~~been, ~~and~~ one~~-half~~ of ~~one~~our ~~redeemable~~officers ~~warrant~~or ~~(“Warrant”), each~~employees. ~~whole~~None ~~Warrant~~of ~~entitling~~our executive officers currently serves, or in the ~~holder~~past ~~thereof~~year tohas ~~purchase~~served, ~~one~~as ~~share~~a member of ~~Common~~the ~~Stock~~compensation ~~for~~committee ~~$11.50~~of ~~per~~any ~~share.~~other ~~The~~entity ~~Units~~that ~~were~~has ~~sold~~one ator ~~an offering~~more ~~price~~executive officers serving on our board of ~~$10~~directors.00 ~~per~~None ~~Unit~~of our executive officers currently serves, ~~generating~~or ~~gross~~in ~~proceeds~~the ofpast ~~$75~~year has served,~~000,000~~ as a member of the board of directors of any other entity that has one or more executive officers serving on our compensation committee.

~~Simultaneously~~Section ~~with the closing of the IPO, the Company consummated private placements~~ 16(~~the “Private Placements”) in which (i) VBOC Holdings, LLC purchased 5,062,500 warrants (the “Sponsor Warrants”) at~~ a ~~price of $1.00 per Sponsor Warrant, each exercisable to purchase one share of Common Stock at $11.50 per share, generating total proceeds of $5,062,500 and (ii~~) ~~Raymond~~Beneficial ~~James~~Ownership &Reporting Associates, Inc., purchased an aggregate of 187,500 warrants (“RJ Warrants” and, together with the Sponsor Warrants, the “Private Placement Securities”) at a price of $1.00 per warrant, each exercisable to purchase one share of Common Stock at $11.50 per share, for an aggregate purchase price of $187,500.Compliance

AsSection 16(a) of ~~January~~the ~~11,~~Exchange ~~2022,~~Act arequires ~~total~~our ofexecutive ~~$76~~officers,~~500,000 ($~~ directors and persons who beneficially own more than 10~~.20~~% ~~per~~of ~~Unit)~~a ~~consisting~~registered class of ~~the~~our ~~net~~equity ~~proceeds~~securities ~~from~~to file with the ~~IPO~~SEC initial reports of ownership and areports ~~portion~~of changes in ownership of ~~the~~our ~~proceeds~~shares ~~from~~of ~~the~~Common ~~Private~~Stock ~~Placements~~and ~~was~~other ~~deposited in~~equity asecurities. ~~trust~~These ~~account~~executive ~~established~~officers, ~~for~~directors, ~~the~~and ~~benefit~~greater ofthan ~~the~~10% ~~Company’s~~beneficial ~~public~~owners ~~shareholders~~are ~~(the~~required ~~“Trust~~by ~~Account”~~SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

~~Subsequently,~~Based onsolely ~~January 12, 2022, the underwriters exercised their over-allotment option in full. The closing of the issuance and sale of the additional Units occurred (the “Over-Allotment Option Units”)~~ on ~~January~~our ~~14,~~review ~~2022. The total aggregate issuance by the Company~~ of ~~1,125,000~~such ~~Over-Allotment~~forms ~~Option~~furnished ~~Units~~to atus aand ~~price of~~written ~~$10.00~~representations ~~per~~from ~~unit~~certain ~~generated~~reporting ~~total gross proceeds of $11~~persons,~~250,000.~~ Onwe ~~January~~believe ~~14,~~that ~~2022,~~all ~~simultaneously~~filing ~~with~~requirements ~~the~~applicable ~~sale~~to ofour ~~the~~executive ~~Over-Allotment Option Units~~officers, ~~the~~directors ~~Company consummated the private sale of an additional 450,000 private warrants, 421,875 to the Sponsor~~ and ~~28,125~~greater ~~to Raymond~~than ~~James~~10% &beneficial ~~Associates,~~owners ~~Inc.~~were ~~generating~~filed ~~gross~~in ~~proceeds~~a oftimely ~~$450,000~~manner.

~~The~~ITEM ~~Private~~11. ~~Placement~~EXECUTIVE ~~Securities were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering~~COMPENSATION.

OnEmployment January 14, 2022, an additional $11,475,000 ($10.20 per Unit) consisting of the net proceeds from the sale of the Over-Allotment Option Units and the gross proceeds from the sale of the additional private warrants was placed in the Trust Account, resulting in a total of $87,975,000 ($10.20 per Unit) held in the Trust Account. An audited balance sheet as of January 11, 2022 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Warrants was issued by the Company and filed as an exhibit to that Current Report on Form 8-K.Agreements

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

~~The~~Executive ~~Sponsor~~Officers ~~has agreed to advance the Company funds to be used for a portion of the expenses of the initial public offering. These advances are non- interest bearing~~ and ~~unsecured. These~~Director advances were repaid upon the closing of the initial public offering out of the $1,750,000 of offering proceeds that has been allocated to the payment of offering expenses. As of December 31, 2021 and December 31, 2020, the Company had been advanced $85,777 and $30,000.Compensation

~~Administrative~~No ~~Support~~executive ~~Agreement~~officer has received any cash compensation for services rendered to us. We currently pay to an affiliate of VBOC Holdings, LLC for office space and related services an aggregate fee of $10,000 per month

Commencing on January 6, 2022, the Company has agreed to pay an affiliate of VBOC Holdings, LLC, our sponsor, a total of $10,000 per month for general and administrative services including office space, utilities, and secretarial support. Upon completion of the Company’s initial business combination or liquidation, the Company will cease paying these monthly fees.47

~~Underwriting~~Table ~~Agreement~~of Contents

~~The Company~~Our ~~granted~~officers ~~the~~and ~~underwriters~~directors awill ~~45-day~~also ~~option~~receive ~~from~~reimbursement ~~the~~for ~~date~~any out-of-pocket ~~the~~expenses ~~Initial~~incurred ~~Public~~by ~~Offering~~them toin ~~purchase~~connection upwith toactivities 1on our behalf,~~125~~ such as identifying potential target businesses,~~000~~ ~~additional~~performing ~~Units~~ business due diligence on suitable target businesses and business combinations as well as traveling to ~~cover~~and ~~any~~from ~~over-allotments~~the offices, ifplants ~~any,~~or atsimilar ~~the~~locations ~~Initial~~of ~~Public~~prospective ~~Offering~~target ~~price~~businesses ~~less~~to examine their operations. There is no limit on the ~~underwriting~~amount ~~discounts~~of ~~and~~out-of-pocket ~~commissions.~~expenses Onreimbursable ~~January 12~~by us provided, ~~2022~~ however, that to the ~~underwriter’s~~extent ~~elected~~such toexpenses ~~fully~~exceed ~~exercise~~the available proceeds not deposited in the ~~over-allotment~~trust ~~option~~account, atsuch aexpenses ~~price~~would ofnot ~~$10~~be reimbursed by us unless we consummate an initial business combination.00 ~~per~~Our ~~Public~~audit ~~Share,~~committee ~~the~~will ~~closing of~~review ~~which~~and ~~took~~approve ~~place~~all onreimbursements ~~January 14~~made to our sponsor, ~~2022.~~officers, ~~(see~~directors ~~Note~~or 6)their respective affiliates, with any interested director abstaining from such review and approval.

~~The Company~~After ~~paid~~our aninitial ~~underwriting~~business ~~fee~~combination, members of ~~$0.20 per~~our ~~Unit~~management team who remain with us may be paid consulting, management or $1other fees from the combined company with any and all amounts being fully disclosed to stockholders,~~725~~ to the extent then known,~~000,~~ in ~~total~~the ~~which~~proxy ~~includes~~solicitation materials furnished to our stockholders. However, the ~~fee~~amount ~~that~~of ~~was~~such ~~due~~compensation ~~upon~~may not be known at the ~~full~~time ~~exercise~~ of the ~~underwriters’~~stockholder ~~over~~meeting held to consider our initial business combination, as it will be up to the directors of the post-~~allotment~~combination ~~option~~business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

~~The~~ITEM ~~underwriters are entitled to a deferred fee of $0~~12.30 ~~per~~SECURITY ~~unit,~~OWNERSHIP orOF ~~$3,018,750~~CERTAIN ~~due~~BENEFICIAL toOWNERS ~~the~~AND ~~option~~MANAGEMENT toAND ~~fully~~RELATED ~~exercise~~STOCKHOLDER ~~their overallotment, in the aggregate, which will be payable to the underwriters for deferred underwriting commissions~~MATTERS. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~Policy~~The ~~for~~following ~~Approval~~table sets forth as the date of ~~Related~~this ~~Party~~Annual ~~Transactions~~Report on Form 10-K the number of shares of Common Stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of Common Stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of the date of this Annual Report on Form 10-K, we had 9,656,250 shares of Common Stock issued and outstanding.

~~The~~Unless ~~audit~~otherwise ~~committee~~indicated, ofwe ~~our~~believe ~~board of~~that ~~directors~~all ~~will~~persons ~~adopt~~named a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in ~~which~~ the ~~company~~table was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) $120,000 in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have asole direct or indirect material interest. “Related parties” under this policy will include: (i) our directors or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting ~~securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;~~ and ~~(iv)~~investment ~~any~~power ~~other~~with ~~person~~respect ~~who maybe a “related person” pursuant~~ to ~~Item~~all ~~404~~shares of ~~Regulation~~Common ~~S-K~~Stock ~~under~~beneficially ~~the~~owned ~~Exchange~~by ~~Act~~them. ~~Pursuant~~The tofollowing ~~the~~table ~~policy,~~does ~~the~~not ~~audit~~reflect ~~committee~~record ~~will consider (i) the relevant facts and circumstances~~ of ~~each~~beneficial ~~related~~rights ~~party~~included ~~transaction, including if the transaction is on terms comparable to those that could be obtained~~ in ~~arm’s-length dealings with an unrelated third party, (ii)~~ the ~~extent~~units ~~of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics~~ or ~~other policies, (iv) whether~~ the ~~audit~~private ~~committee~~rights ~~believes the~~issued ~~relationship~~pursuant ~~underlying the transaction~~ to ~~be in~~ the ~~best interests of the company and its stockholders and (v) the effect that the transaction may have on a director~~Company’s ~~status~~initial aspublic anoffering ~~independent~~as ~~member~~these ofrights ~~the~~are ~~board~~not ~~and~~convertible onuntil ~~his~~consummation orof ~~her eligibility to serve on~~ the ~~board~~ Company’s ~~committees.~~initial ~~Management~~business ~~will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto~~combination. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.


		Approximate
	Number of	Percentage of
	Shares Beneficially	Outstanding
Name and Address of Beneficial Owner⁽¹⁾	Owned	Common Stock
VBOC Holdings, LLC⁽²⁾	2,036,250	23.61	%
John J. Viscogliosi	2,036,250	23.61	%
Steve Ward	0	*
F. Samuel Eberts III	30,000	*
Dan Drawbaugh	30,000	*
John N. Kastanis	30,000	*
Fares Zahir	0	*
Marc R. Viscogliosi	2,036,250	23.61
Dr. Jack E. Zigler	30,000	*
All directors and executive officers as a group (8 individuals)	2,156,250	23.61	%
Linden GP LLC(3)	650,000	8.7	%
Saba Capital Management GP, LLC(4)	607,064	5.6	%
Owl Creek Asset Management, L.P.(5)	600,000	5.6	%
Shaolin Capital Management LLC(6)	627,600	7.3	%

~~ITEM~~* ~~14.~~Less ~~Principal~~than ~~Accountant~~one ~~Fees and Services~~percent.

~~The~~(1) ~~firm~~Unless ofotherwise ~~Marcum~~indicated, ~~LLP~~the ~~acts~~business asaddress ~~our~~of ~~independent registered~~each ~~public~~of ~~accounting~~the ~~firm.~~individuals ~~The~~is ~~following~~c/o isViscogliosi aBrothers ~~summary~~Acquisition ofCorp., ~~fees~~505 ~~paid~~Park toAvenue, ~~Marcum~~14th ~~LLP~~Floor ~~for~~New ~~services~~York, ~~rendered~~NY 10022.

~~Audit Fees.~~(2) ~~Audit~~Consists ~~fees consist~~ of ~~fees~~shares ~~for professional services rendered for the audit~~ of ~~our~~common ~~year-end~~stock ~~financial~~owned ~~statements and services that are normally provided~~ by ~~Marcum~~VBOC inHoldings, ~~connection~~LLC, ~~with regulatory filings. The aggregate fees charged by Marcum~~ for ~~professional services~~which ~~rendered~~Viscogliosi ~~for the audit of our annual financial statements~~Brothers, ~~review~~LLC ofis the ~~financial~~managing ~~information~~member. ~~included~~Anthony, inJohn ~~our~~J. ~~Form 10-K for the respective periods~~ and ~~other~~Marc ~~required~~R. ~~filings with the SEC for the year ended December 31~~Viscogliosi, ~~2021~~as ~~and for~~ the ~~period~~Principals ~~from~~of ~~November~~Viscogliosi 24Brothers, ~~2020~~ ~~(inception)~~LLC toshare ~~December~~voting ~~31, 2020 totaled $98,730~~ and ~~$0,~~dispositive ~~respectively.~~control ~~The~~over ~~above~~the ~~amounts include interim procedures and audit fees, as well as attendance at audit committee meetings~~shares.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the years ended December 31, 2021 and for the period November 24, 2020 (inception) thru December 31,2020, respectively there were no fees.48

~~Tax Fees.~~Table ~~We paid Marcum LLP for tax planning and tax preparation the amount~~ of ~~$6,695 for the year ended December 31, 2021and $0 for the period November 24, 2020 (inception) thru December 31,2020.~~Contents

~~All Other~~(3) ~~Fees.~~Pursuant Weto ~~did~~a ~~not~~Schedule ~~pay~~13G ~~Marcum~~filed ~~for~~on ~~any~~January ~~other~~14, ~~services~~2022. The address for ~~years~~the ~~ended~~Reporting ~~December~~Person 31is 590 Madison Avenue, ~~2021~~15th Floor, New York, New York 10022. The statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”); Linden GP LLC, a Delaware limited liability company (“Linden GP”); Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”); and ~~for~~Siu Min (Joe) Wong (“Mr. Wong”). As of January 11, 2022, each of Linden Advisors and Mr. Wong may be deemed the ~~period~~beneficial ~~from~~owner ~~November 24~~of 650,000 ~~2020~~Shares. This 650,000 amount consists of 606,997 Shares held by Linden Capital and 43,003 Shares held by the Managed Accounts. As of January 11, 2022, each of Linden GP and Linden Capital may be deemed the beneficial owner of the 606,997 Shares held by Linden Capital. The Statement relates to Shares (~~inception~~as defined herein) ~~thru~~held ~~December~~for 31the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, ~~2020~~in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by each of Linden Capital and the Managed Accounts.

~~Pre-Approval~~(4) ~~Policy~~Pursuant to a Schedule 13G/A filed on February 14, 2023. The address for the Reporting Person is 405 Lexington Avenue, 58th Floor, New York, New York 10174. Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein (together, the “Reporting Persons”). The filing of the statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported therein.

~~Our~~(5) ~~Audit~~Pursuant ~~Committee~~to ~~was~~a ~~formed~~Schedule ~~upon~~13G ~~the~~filed ~~consummation of~~on ~~our~~February ~~IPO~~9, 2023. AsThe aaddress

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