▸ Due to the type of information the Company collects, including personal, medical, and financial information on the underlying insureds and policyholders, and the nature of its services, the Company is subject to privacy· · · · · ● 1 ▸ group Risks Related to the Regulatory and Legal Environment· · · · · ● 1 ▸ The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model to fit within an applicable exemption from such registration requirement.· · · · · ● 1 ▸ Because a portion of the Company’s business is conducted in currency other than U.S. dollar, the Company has foreign currency risk.· · · · ● ● 2 rw ▸ Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses and lead to errors in our financial reporting, which could adversely affect our business as a public company.· · · · ● ● 2 ▸ If we issue additional debt securities, our operations may be restricted, we will be exposed to additional risk and the market price of our Common Stock could be adversely affected.· · · · ● ● 2 ▸ Investing in our Common Stock may involve a significant degree of risk.· · · · ● ● 2 ▸ Our Board has broad discretion to issue additional securities, and to raise sufficient funds to expand our operations, we may have to issue securities at prices which may result in substantial dilution to our stockholders.· · · · ● ● 2 rw ▸ Outstanding and future indebtedness could adversely affect the Company’s financial and operational flexibility.· · · · ● ● 2 rw ▸ Changes in tax laws or regulations or their interpretation could negatively impact our cash flows and results of operations.· · · ● ● ● 3 rw ▸ Our stock repurchase program may not enhance long-term stockholder value and could increase the volatility of the market price of our common stock and diminish our cash.· · · ● ● ● 3 ▸ group Risks Related to Our Common Stock· · · ● ● ● 3 rw ▸ group Risks Related to our Business· · · ● ● ● 3 rw ▸ The Company may be subject to certain U.S. state securities laws, and failure to comply with applicable requirements may result in fines, sanctions and rescission of purchase or sale transactions.· · · ● ● ● 3 ▸ The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business.· · · ● ● ● 3 ▸ The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business.· · · ● ● ● 3 ▸ The Company may not be able to liquidate its life insurance policies, which could have a material adverse effect on the Company’s business.· · · ● ● ● 3 rw ▸ The Company, or third parties on which it relies, could fail to accurately evaluate, acquire, maintain, track, or collect on life settlement policies, which could have a material adverse impact on the Company’s revenues.· · · ● ● ● 3 rw ▸ The Company’s business may be subject to additional or different government regulation in the future, which could have a material adverse impact on the Company’s business.· · · ● ● ● 3 ▸ The Company’s intellectual property rights may not adequately protect the Company’s business.· · · ● ● ● 3 ▸ The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business.· · · ● ● ● 3 ▸ The failure of the Company to accurately and timely track and pay premium payments on the life insurance policies it holds could result in the lapse of such policies which would have a material adverse impact on the Company’s business.· · · ● ● ● 3 ▸ The life insurance company that has issued a life insurance policy we own may increase the cost of insurance premiums, which would adversely affect the Company’s investment returns.· · · ● ● ● 3 rw ▸ Any disruption to Carlisle Management’s distribution channels may cause the Company’s AUM, revenue and earnings to decline.· · · · ● · 1 ▸ Future sales of our Common Stock, or the perception that such future sales may occur, may cause our stock price to decline.· · · · ● · 1 ▸ group Risks Related to our Debt· · · · ● · 1 ▸ group Risks Related to our Recent Acquisitions· · · · ● · 1 ▸ The Company may not realize the anticipated benefits of the Carlisle Acquisition and the FCF Acquisition, which may adversely affect the Company’s business results and negatively impact the value of the Company’s Common Stock.· · · · ● · 1 ▸ If we are unable to comply with our debt agreements, or to raise additional capital when needed, our business, cash flow, liquidity, and results of operations could be harmed.· · · ● · · 1 ▸ If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.· · · ● · · 1 ▸ In the past, we have identified material weaknesses in our internal control over financial reporting that existed as of December 31, 2022, which were remediated as of December 31, 2023.· · · ● · · 1 ▸ Our indebtedness may restrict our operations.· · · ● · · 1 ▸ Our management has limited experience in operating a public company.· · · ● · · 1 ▸ Pandemics, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.· · · ● ● · 2 ▸ group Risks Related to Being a Public Company· · · ● · · 1 ▸ The Company assumes the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts which could have a material adverse effect on the Company’s profits.· · · ● ● · 2 ▸ The Company faces the risk that an original owner of a life insurance policy, the related insured, the insurance agent involved in the issuance of such life insurance policy, or other party may have committed· · · ● · · 1 ▸ The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business.· · · ● ● · 2 ▸ There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the IRS may have significant tax consequences on the Company.· · · ● ● · 2 ▸ We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our securities less attractive to investors.· · · ● ● · 2 ▸ A new 1% U.S. federal excise tax may be imposed upon us in connection with the redemptions by us of our Class A Common Stock.· · ● · · · 1 ▸ Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not· · ● · · · 1 ▸ Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by July 27, 2023. Consequently, such target· · ● · · · 1 ▸ As of the date of this report, approximately $99 million is available in our trust account for completing our business combination and paying related fees and expenses .· · ● · · · 1 ▸ Competing interests of our Sponsor, directors and officers are fully discussed in our Proxy Statement filed with the SEC.· · ● · · · 1 ▸ In order to complete our initial business combination, we may seek to amend our amended and restated certificate of incorporation or other governing instruments, including our warrant agreement, in a manner that· · ● · · · 1 ▸ Since our Sponsor will lose its entire investment in us if our business combination is not completed and our officers and directors may have differing personal and financial interests than you, a conflict of interest may· · ● · · · 1 ▸ There is no guarantee that a public stockholder’s decision whether to redeem their shares for a pro rata portion of the trust account will put such stockholder in a better future economic position.· · ● · · · 1 ▸ There is uncertainty regarding the federal income tax consequences of the redemption to the holders of our Class A common stock.· · ● · · · 1 ▸ These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.· · ● · · · 1 ▸ Our warrants are accounted for as liabilities and the changes in fair value of each could have a material effect on our financial results.· ● ● · · · 2 rw ▸ We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth· ● · · · · 1 ▸ A market for our securities and a market for our securities may not fully develop or be sustained, which would adversely affect the liquidity and price of our securities.● ● ● · · · 3 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● ● ● · · · 3 ▸ Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.● ● ● · · · 3 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● ● ● · · · 3 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, investments and results of operations.● ● ● · · · 3 ▸ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.● ● ● · · · 3 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● ● · · · 3 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● ● ● · · · 3 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.● ● ● · · · 3 ▸ If we complete our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.● ● ● · · · 3 ▸ If we seek stockholder approval of our initial business combination, our Sponsor has agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● ● ● · · · 3 ▸ In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due● ● · · · · 2 ▸ NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● ● ● · · · 3 ▸ Our independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● ● ● · · · 3 ▸ Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.● ● ● · · · 3 ▸ Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● ● · · · 3 ▸ Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.● ● ● · · · 3 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent COVID-19 outbreak and the status of debt and equity markets.● ● ● · · · 3 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● ● ● · · · 3 ▸ Our stockholders will not be entitled to protections normally afforded to investors of many other blank check companies.● ● ● · · · 3 ▸ Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to complete our business combination.● ● ● · · · 3 ▸ Past performance by JKLM Energy, our management team and members of our Board may not be indicative of future performance of an investment in us.● ● ● · · · 3 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.● ● ● · · · 3 ▸ Since our Sponsor paid only approximately $0.003 per share for the founder shares, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.● ● ● · · · 3 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.● ● ● · · · 3 ▸ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● ● ● · · · 3 ▸ The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.● ● ● · · · 3 ▸ We are an early stage company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● ● ● · · · 3 ▸ We are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.● ● ● · · · 3 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● ● ● · · · 3 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.● ● ● · · · 3 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.● ● ● · · · 3 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.● ● ● · · · 3 ▸ We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.● ● ● · · · 3 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● ● ● · · · 3 ▸ We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.● ● ● · · · 3 ▸ Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.● ● ● · · · 3 
