Item 1A. Risk Factors
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Report and our final prospectus associated with our IPO, before making a decision to invest in our securities. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment.
Risks Relating to our Search for, Consummation of, or Inability
to Consummate, an Initial Business Combination and Post-Business Combination Risks
We are a recently incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated company incorporated
under the laws of the State of Delaware with no operating results, and we did not commence operations until obtaining funding through
our IPO. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with
any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we
do not complete our initial business combination, we will never generate any operating revenues.
Our public stockholders may not be afforded an opportunity to
vote on our proposed initial 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.
We may choose not to hold a stockholder vote before
we complete our initial business combination if the business combination would not require stockholder approval under applicable law or
stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying
in the transaction was all cash, we would not be required to seek stockholder approval to complete such a transaction. Except as required
by law or stock exchange, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow
stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder
approval. Accordingly, we may complete our initial business combination even if a majority of our public stockholders do not approve of
the business combination we complete.
Please see the section of this Report entitled
“Item 1-Stockholders May Not Have the Ability to Approve our Initial Business Combination” for additional information.
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If we seek stockholder approval of our initial business combination,
our sponsor, directors and each member of our management team have agreed to vote in favor of such initial business combination, regardless
of how our public stockholders vote.
Our initial stockholders (including our sponsor)
own, on an as-converted basis, 20% of our outstanding shares of common stock immediately following the completion of our IPO Our initial
stockholders, directors and members of our management team also may from time to time purchase Class A common stock prior to our initial
business combination. Our amended and restated certificate of incorporation provides that, if we seek stockholder approval of an initial
business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares
voted at such meeting, including the founder shares. If we submit our initial business combination to our public stockholders for a vote,
pursuant to the terms of a letter agreement entered into with us, our sponsor, directors and each member of our management team have agreed
to vote their founder shares and any shares purchased during or after the offering, in favor of our initial business combination. As a
result, in addition to our initial stockholders’ founder shares, we would need 1,710,340, or 16.1%, of the 10,608,178 public shares
remaining after the June Redemptions to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all issued and outstanding shares are voted). Accordingly, if we seek stockholder approval of our initial business
combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination
will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.
Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our Board may complete
a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the
business combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding
a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least
20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business
combination.
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.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests
would cause our net tangible assets to be less than the amount necessary to satisfy a closing condition as described above, we would not
proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective
targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
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.
In connection with the Extension, stockholders holding 18,141,822 shares
of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result,
approximately $188,132,132 (approximately $10.37 per share) was removed from the trust account to pay such redeeming holders.
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At the time we entered into an agreement for our initial business combination,
we did not know how many stockholders may exercise their redemption rights, and therefore structured the transaction based on our expectations
as to the number of shares that will be submitted for redemption. If we are required to use a portion of the cash in the trust account
to satisfy the minimum Aggregate Transaction Proceeds (as defined in the Merger Agreement) under the Merger Agreement, we will need to
reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a
larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve
a greater portion of the cash in the trust account or arrange for additional third party financing. Raising additional third party financing
may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may
limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of
the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection
with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights
will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect
our obligation to pay the entire deferred underwriting commissions.
The ability of our public stockholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use a
portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability
that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would
not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity,
you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata
amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds
expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete an initial business combination
by March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate
of incorporation, including the 2024 Extension) may give potential target businesses leverage over us in negotiating a business combination
and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution
deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must complete an initial business combination by March 14, 2024
(or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate of incorporation,
including the 2024 Extension). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing
that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial
business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.
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We may not be able to complete an initial business combination
by March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate
of incorporation, including the 2024 Extension), in which case we would cease all operations except for the purpose of winding up and
we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.80 per public share (as of
December 29, 2023), or less than such amount in certain circumstances, and our warrants will expire worthless.
We will have until March 14, 2024 (or such later date approved by the
stockholders or the Board in accordance with our amended and restated certificate of incorporation, including the 2024 Extension) to complete
an initial business combination. We may not be able to find a suitable target business and complete an initial business combination by
March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate of
incorporation, including the 2024 Extension). Our ability to complete our initial business combination may be negatively impacted by general
market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed an initial
business combination within such applicable time period or such later date as approved by our stockholders or the Board, we will: (i)
cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our Board, 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.
If we seek stockholder approval of our initial business combination,
our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders,
which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock.
If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions
or in the open market prior to the completion of our initial business combination, where otherwise permissible under applicable laws,
rules and regulations, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such a purchase may include
a contractual acknowledgment that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof
and therefore agrees to vote in favor of the initial business combination or abstain and in any event not to exercise its redemption rights.
In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to
revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor
of the business combination, or abstain, and thereby increase the likelihood of obtaining stockholder approval of the business combination
or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash
at the closing of our 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 public 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. Any such purchases will be
reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
See “Item 1-Permitted Purchases of Our Securities” for a description of how our sponsor, directors, executive officers, advisors
or any of their affiliates will select which stockholders to purchase securities from in any private transaction.
In addition, if such purchases are made, the public
“float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced,
possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
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If a stockholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a stockholder fails to receive our proxy solicitation or tender offer materials, as applicable, such stockholder may not become
aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly redeem or tender public shares. For example, we may require our public stockholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender
their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders,
or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other
procedures, its shares may not be redeemed. See the section of this Report entitled “Item 1-Tendering Share Certificates in Connection
with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the
trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public
shares or public warrants, potentially at a loss.
Our public stockholders will be entitled to receive funds from the
trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with
those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein,
(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (A) to modify the substance or timing of the company’s obligation to allow redemption in connection with its initial
business combination or to redeem 100% of the Class A common stock if the company has not consummated an initial business combination
by March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate
of incorporation, including the 2024 Extension) or (B) with respect to any other provisions of the amended and restated certificate of
incorporation relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public
shares if we have not completed an initial business by March 14, 2024 (or such later date approved by the stockholders or the Board in
accordance with our amended and restated certificate of incorporation, including the 2024 Extension), subject to applicable law and as
further described herein. Public stockholders who redeem their Class A common stock in connection with a stockholder vote described in
clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial
business combination or liquidation if we have not completed an initial business combination by March 14, 2024 (or such later date approved
by the stockholders or the Board in accordance with our amended and restated certificate of incorporation, including the 2024 Extension),
with respect to such Class A common stock so redeemed. In addition, if we do not complete an initial business combination by March 14,
2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate of incorporation,
including the 2024 Extension), compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders
for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait
beyond March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate
of incorporation, including the 2024 Extension) before they receive funds from our trust account. In no other circumstances will a public
stockholder have any right or interest of any kind in the trust account. Holders of public warrants will not have any right to the proceeds
held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public
shares or public warrants, potentially at a loss.
You will not be entitled to protections normally afforded to
investors of many other blank check companies.
Since the net proceeds of our IPO and the sale of the private placement
warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may
be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets
in excess of $5,000,000 from the successful completion of our IPO and the sale of the private placement warrants and have filed a Current
Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect
investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those
rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our
initial business combination than do companies subject to Rule 419. Moreover, if our IPO were subject to Rule 419, that rule would prohibit
the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released
to us in connection with our completion of an initial business combination.
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Because of our limited resources, the number of special purpose
acquisition companies evaluating targets and the significant competition for business combination opportunities, it may be more difficult
for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders
may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders,
and our warrants will expire worthless.
In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, we expect to encounter intense competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors.
Furthermore, this competition for available targets with attractive
fundamentals or business models could cause target companies to demand improved financial terms. While we believe there are numerous target
businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants, our ability to
compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination
in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available
to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination. If we do not complete our initial business combination our public stockholders may receive only their pro rata
portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
If the net proceeds of our IPO and the sale of the private placement
warrants not being held in the trust account are insufficient to allow us to operate until March 14, 2024 (or such later date approved
by the stockholders or the Board in accordance with our amended and restated certificate of incorporation, including the 2024 Extension),
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
The funds available to us outside of the trust account to fund our
working capital requirements may not be sufficient to allow us to operate until March 14, 2024 (or such later date approved by the stockholders
or the Board in accordance with our amended and restated certificate of incorporation, including the 2024 Extension), assuming that our
initial business combination is not completed during that time. We believe that the funds available to us outside of the trust account,
together with funds available from loans from our sponsor will be sufficient to allow us to operate until March 14, 2024 (or such later
date approved by the stockholders or the Board in accordance with our amended and restated certificate of incorporation, including the
2024 Extension); however, we cannot assure you that our estimate is accurate. Of the funds available to us, we expect to use a portion
of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion
of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target
businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target
businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we
entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required
to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,
or conduct due diligence with respect to, a target business. If we do not complete our initial business combination, our public stockholders
may receive only approximately $10.80 per public share based on the balance of the trust account as of December 29, 2023, on the liquidation
of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than the
$10.10 per public share initially deposited in the trust account, upon our liquidation. See “- If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than
$10.10 per share initially deposited in the trust account,” and other risk factors below.
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If we are required to seek additional capital, we would need to borrow
funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members
of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances
would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant
at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial
business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we do not complete
our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. Consequently, our public stockholders may only receive an estimated $10.80 per public share based on the balance of
the trust account as of December 29, 2023, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
In certain circumstances, our public stockholders may receive less than the $10.10 per public share initially deposited in the trust account,
on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the trust account could
be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per public share initially deposited in
the trust account,” and other risk factors below.
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
Even if we conduct due diligence on a target business
with which we combine, we cannot assure you that this diligence will surface all material issues with a particular target business, that
it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target
business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off
assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence
successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent
with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition,
charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing
debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose
to remain stockholders following the business combination could suffer a reduction in the value of their securities. Such stockholders
are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the
breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.
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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 $10.10 per public
share initially deposited in the trust account.
Our placing of funds in the trust account may not
protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent
auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may
not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust
account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as
claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets,
including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held
in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement
with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly
more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less
attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential
target businesses that we might pursue.
Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed
an initial business combination by March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with our
amended and restated certificate of incorporation, including the 2024 Extension), or upon the exercise of a redemption right in connection
with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders
could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter
agreement entered into in connection with our IPO, our sponsor has agreed that it will be liable to us if and to the extent any claims
by a third party (other than our independent auditors) 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 amounts in the trust account to below the lesser of (i)
$10.10 per public share, and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust
account if less than $10.10 per public share, due to reductions in the value of the trust assets, in each case net of the interest that
may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target
business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity
of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently
verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets
are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.10 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.
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Our directors may decide not to enforce the indemnification obligations
of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.10 per public share, and (ii) the actual amount per share held in the trust account as of the
date of the liquidation of the trust account if less than $10.10 per public share, due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our taxes, if any, and our sponsor assert that it is unable to satisfy its
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance.
If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available
for distribution to our public stockholders may be reduced below $10.10 per public share.
We may not have sufficient funds to satisfy indemnification claims
of our directors and executive officers.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of
any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except
to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification
provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial
business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against
our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of
derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our
stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and
damage awards against our officers and directors pursuant to these indemnification provisions.
If, after we distribute the proceeds in the trust account to
our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our Board may be viewed
as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.
If, after we distribute the proceeds in the trust
account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy or insolvency court could seek to recover some or all amounts received by our stockholders. In addition, our Board may be viewed
as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive
damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to
our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share
amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust
account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders
in connection with our liquidation may be reduced.
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Our stockholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
Under the Delaware General Corporation Law (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 by March 14, 2024 (or such later date approved by
the stockholders or the Board in accordance with our amended and restated certificate of incorporation, including the 2024 Extension)
may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section
280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, it is our intention to redeem our public
shares as soon as reasonably possible following March 14, 2024 (or such later date approved by the stockholders or the Board in accordance
with our amended and restated certificate of incorporation, including the 2024 Extension) in the event we do not complete our initial
business combination and, therefore, we do not intend to comply with the foregoing procedures.
Because we will not be complying with Section 280, Section 281(b) of
the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending
claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank
check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to
acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will
properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims
to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary
of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of
our public shares in the event we do not complete our initial business combination by March 14, 2024 (or such later date approved by the
stockholders or the Board in accordance with our amended and restated certificate of incorporation, including the 2024 Extension) is not
considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to
the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to
Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,
instead of three years, as in the case of a liquidating distribution.
We may seek acquisition opportunities in industries or sectors
which may be outside of our management’s area of expertise.
We will consider a business combination outside
of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate
offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in
any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant
risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors
in our IPO than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue
an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable
to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would
not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately
ascertain or assess all of the significant risk factors. Accordingly, any stockholder who choose to remain stockholders following our
business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction
in value.
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Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses and our strategy is to identify, acquire and build a company in our
target investment area, we may enter into our initial business combination with a target that does not meet such criteria and guidelines,
and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent
with our general criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating
prospective target businesses and our strategy is to identify, acquire and build a company in our target investment area, it is possible
that a target business with which we enter into our initial business combination will not have attributes consistent with our general
criteria and guidelines. If we complete our initial business combination with a target that does not meet some or all of these guidelines,
such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines.
In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a
greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition
with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval
of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more
difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria
and guidelines. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion
of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
We may seek business combination opportunities with a financially
unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues,
cash flows or earnings or difficulty in retaining key personnel.
To the extent we complete our initial business
combination with an early stage company, a financially unstable business or an entity lacking an established record of revenues or earnings,
we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in
a business without a proven business model or with limited historic financial data, volatile revenues or earnings, intense competition
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we may not be able to properly ascertain or assess all of the relevant risk factors and we may not have
adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to
control or reduce the chances that those risks will adversely impact a target business.
We are not required to obtain an opinion from an
independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price
we are paying for the business is fair to our stockholders from a financial point of view. Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking
firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders
will be relying on the judgment of our Board, who will determine fair market value based on standards generally accepted by the financial
community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial
business combination.
Past performance by our sponsor and its affiliates, Power&
Digital Infrastructure Acquisition Corp. (“XPDI I”), XMS, TEP or our management team, including the businesses referred to
herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.
Information regarding past performance of our sponsor
and its affiliates, XPDI I, XMS, TEP and our management team is presented for informational purposes only. Any past experience and performance
of our sponsor and its affiliates, XPDI I, XMS, TEP, our management team or the other companies referred to herein is not a guarantee
either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination or (2) of any results
with respect to any initial business combination we may complete. You should not rely on the historical record of our sponsor and its
affiliates, XPDI I, XMS, TEP, our management team’s performance or the performance of the other companies referred to herein as
indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment
in us is not an investment in our sponsor or its affiliates, XPDI I, XMS, TEP nor the other companies referred to in this Report.
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Because we must furnish our stockholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or
international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), 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 (United States) (“PCAOB”). These financial statement requirements may limit the pool of
potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such
statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the
time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December
31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with
the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that
we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of
any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Effective internal controls are necessary for us
to provide reliable financial reports and prevent fraud. As described in Part II, Item 9A, management has concluded that, due to the material
weakness we have identified in our internal control over financial reporting, our disclosure controls and procedures were not effective.
If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our
stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the
future, will be sufficient to avoid potential future material weaknesses.
We have a material weakness in our internal control over financial
reporting as of December 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting,
we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us
and materially and adversely affect our business and operating results.
A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Management concluded
that there was a material weakness in internal control over financial reporting as of December 31, 2023 relating to the accounting for
accrued general and administrative expenses and the Company’s tax provision.
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Effective internal controls are necessary for us
to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. If we identify
any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a
misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in
addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price
may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will
be sufficient to avoid potential future material weaknesses.
Our independent registered public accounting firm’s report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As of December 31, 2023, we have incurred and expect
to continue to incur costs in pursuit of our financing and acquisition plans. We cannot assure you that our plans to raise capital or
to consummate an initial business combination will be successful. If we are unable to raise additional funds to alleviate liquidity needs
and complete a business combination by March 14, 2024 (or such later date approved by the stockholders or the Board in accordance with
our amended and restated certificate of incorporation, including the 2024 Extension) then we will cease all operations except for the
purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt
about the our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments
that might result from our inability to continue as a going concern.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our stockholders do not agree.
Our amended and restated certificate of incorporation
does not provide a specified maximum redemption threshold. As a result, we may be able to complete our initial business combination even
though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek
stockholder approval of our initial business combination and do not conduct redemptions in connection with our business combination pursuant
to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors,
advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of our Class
A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of
the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or
redeem any shares, all shares of our Class A common stock submitted for redemption will be returned to the holders thereof, and we instead
may search for an alternate business combination.
In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their
warrant agreements. We cannot assure you that we will not seek to further amend our amended and restated certificate of incorporation
or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders
may not support.
In order to effectuate a business combination, blank check companies
have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements.
For example, blank check companies have amended the definition of business combination, increased redemption thresholds, changed industry
focus and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other
securities. Amending our amended and restated certificate of incorporation requires the approval of holders of 65% of our common stock,
and amending our public warrant agreement will require a vote of holders of at least 50% of the public warrants. In addition, our amended
and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares
for cash if we propose an amendment to our amended and restated certificate of incorporation that would affect the substance or timing
of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination by March 14,
2024 (or such later date approved by the stockholders or the Board in accordance with our amended and restated certificate of incorporation,
including the 2024 Extension) or with respect to any other provisions relating to the rights of holders of Class A common stock. To the
extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in our IPO, we would
register, or seek an exemption from registration for, the affected securities. In connection with the Extension, stockholders holding
18,141,822 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust
account. As a result, approximately $188,132,132 (approximately $10.37 per share) was removed from the trust account to pay such redeeming
holders. Additionally, we filed a definitive proxy statement for the solicitation of proxies in connection with a special meeting of stockholders
of the company to consider and vote on, among other proposals, the extension of the date by which the company must consummate an initial
business combination from March 14, 2024 to April 14, 2024, and to allow the company, without another stockholder vote, by resolution
of the Board, to elect to further extend such date in one-month increments up to three additional times until July 14, 2024, unless the
closing of an initial business combination shall have occurred prior thereto, or such earlier date as determined by the Board to be in
the best interests of the company. We cannot assure you that we will not seek to amend our charter or governing instruments or further
extend the time to consummate an initial business combination in order to effectuate our initial business combination.
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The provisions of our amended and restated certificate of incorporation
that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from
our trust account) may be amended with the approval of holders of at least 65% of our common stock, which is a lower amendment threshold
than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation
to facilitate the completion of an initial business combination that some of our stockholders may not support.
Some other blank check companies have a provision
in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business
combination activity, without approval by a certain percentage of our stockholders. In those companies, amendment of these provisions
typically requires approval by 90% of our stockholders attending and voting at an annual meeting. Our amended and restated certificate
of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit