Item 1A. Risk Factors.
You should carefully consider the following
risk factors and all the other information contained in this report, including the financial statements. If any of the following risks
occur, our business, financial condition, liquidity or results of operations may be materially adversely affected. In that event, the
trading price of our securities could decline, and you could lose all or part of your investment. The risk factors described below are
not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.
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 with no
operating results, and we did not commence operations until after the closing of our IPO in December 2021. 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 do not yet have any plans, arrangements or understandings with any prospective target business
concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business
combination, we will never generate any operating revenues.
Past performance by our management team may
not be indicative of future performance of an investment in us or of the future performance of any business we may acquire.
Information or other references herein regarding
performance by, or businesses associated with, members of our management team is presented for informational purposes only. Any past experience
and performance, including related to acquisitions, of our management team or its affiliates or of businesses associated with our management
team is not a guarantee: (1) that we will be able to successfully identify a suitable candidate for our initial business combination;
(2) of any results with respect to any initial business combination we may consummate; or (3) that we will be able to adequately assess
the risks of a potential transaction. You should not rely on the historical record and performance of our management team or its affiliates
or of businesses associated our management team as indicative of the future performance of an investment in us or the returns we will,
or are likely to, generate going forward. Further, our management team has been involved with a number of public and private companies,
which have achieved different levels of performance. An investment in us is not an investment in our sponsor or in any other entity in
which our sponsor or our management team is affiliated and does not in any way create an advisory relationship between our sponsor, our
management team or any such entity, on the one hand, and any of our stockholders, on the other hand.
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, 2021, we had $1,950,543
in cash held outside the Trust Account and a working capital of $1,010,298, respectively. Further, we expect to incur significant costs
in pursuit of our acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful.
In addition, management is currently evaluating the impact of the COVID-19 pandemic on the industry and its effect on the company’s
financial condition, liquidity, results of operations and/or search for a target company. These factors, among others, raise substantial
doubt about 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.
9
Our public stockholders may not be afforded
an opportunity to vote on our initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support
such initial business combination.
We may not hold a stockholder vote to approve our
initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange
listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance, the rules of the NYSE currently
allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we
were seeking to issue more than 20% of our outstanding common stock to a target business as consideration in any business combination.
Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding common stock, we would
seek stockholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision
as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their public shares
to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of
the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Even if we seek stockholder
approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may consummate our initial
business combination even if holders of a majority of our outstanding public shares do not approve of the business combination we consummate.
If we seek stockholder approval of our initial
business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless
of how our public stockholders vote, and depending on the number of stockholders who vote, our sponsor, officers and directors may have
almost enough votes to approve our initial business combination based on the shares held by them.
Our sponsor, directors and officers have agreed
(and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business
combination. As a result, in addition to our sponsor’s founder shares, we would need only 8,625,001, or 37.5% (assuming all outstanding
shares are voted) or 1,437,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted) of the 23,000,000
shares sold in our IPO to be voted in favor of a transaction in order to have our initial business combination approved. We expect that
our sponsor and its permitted transferees will own at least 20% of our outstanding shares of common stock at the time of any such stockholder
vote. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder
approval will be received than would be the case if our sponsor and its permitted transferees agreed to vote their founder shares in accordance
with the majority of the votes cast by our public stockholders. Although none of our sponsor, directors or officers have any current intention
to purchase our public shares, they are not restricted from doing so and there is no limit to the number of our public shares they may
purchase. If they purchase any of our public shares and retain such shares until any stockholders vote on our initial business combination,
the approval of our initial business combination by our stockholders will be even more likely.
Your only opportunity to affect the investment
decision regarding our initial business combination will be limited to the exercise of your right to redeem your public shares from us
for cash, unless we seek stockholder approval of such initial business combination.
Since our board of directors may complete our initial
business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial
business combination. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding
a potential business combination may be limited to exercising your redemption rights applicable to the outstanding public shares 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 public shares for cash may make our financial condition and liquidity 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. The amount of the deferred
underwriting fees payable to the underwriter will not be adjusted for any public shares that are redeemed in connection with our
initial business combination and such amount of deferred underwriting fees is not available for us to use as consideration in an
initial business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net
tangible assets, after payment of the deferred underwriting fees, to be less than $5,000,001 (so that we do not then become 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. Consequently, if accepting all properly submitted redemption requests
would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as
described above, we would not proceed with such redemption and the related business combination and may instead search for an
alternate business combination (including, potentially, with the same target). Prospective targets will be aware of these risks and,
thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate an initial business
combination, the per-share value of shares held by non-redeeming stockholders will give effect to the payment of the deferred
underwriting fees.
10
The ability of our public stockholders to
exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business
combination or optimize our capital structure.
At the time we enter into an agreement for our
initial business combination, we will not know how many public stockholders may exercise their redemption rights and, therefore, we will
need to structure the transaction based on our expectations as to the number of public shares that will be submitted for redemption. If
our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price or
requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such
requirements or arrange for third-party financing. In addition, if a larger number of public shares is submitted for redemption than we
initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange
for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness
at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B
common stock results in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the
Class B common stock at the time of our initial business combination. In addition, the amount of deferred underwriting fees payable
to the underwriter is not required to be adjusted for any public shares that are redeemed in connection with an initial business combination.
The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure.
The ability of our public stockholders to
exercise redemption rights with respect to a large number of our public 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 public 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 increases. If our initial business combination is unsuccessful,
you would not be entitled to 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 public shares in the open market; however, at such time our Class A
common stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a
material loss on your investment or lose the benefit of funds expected to be expended in connection with the redemption of our public
shares until we liquidate or you are able to sell your public shares in the open market.
The requirement that we complete our initial
business combination by June 14, 2023, unless an Extension Period applies, 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, in
particular 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 our initial business combination by June 14, 2023,
unless an Extension Period applies. 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.
11
We may not be able to complete our initial
business combination by June 14, 2023 or during any Extension Period, 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 receive only $10.20 per share,
or less than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsor, officers and directors have agreed
that we must complete our initial business combination by June 14, 2023, unless an Extension Period applies. We may not be able to find
a suitable target business and complete our initial business combination within the prescribed time period. 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. For example, while the extent of the impact of the novel coronavirus (“COVID-19”) pandemic on
us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result
of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at
all. Additionally, the COVID-19 pandemic may have negatively impacted, or may in the future negatively impact, businesses we may seek
to acquire.
If we have not completed our initial business combination
within such time period, we will: (1) cease all operations, except for the purpose of winding up; (2) as promptly as reasonably
possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, 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 (net of permitted withdrawals for tax and 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 (3) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. In such case, our public stockholders may receive only $10.20 per share, or less than $10.20 per share, on the redemption of their
public shares, and our warrants will expire worthless. Please 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 our public stockholders may be less than $10.20
per share” and other risk factors herein.
If the net proceeds from our IPO and the Private
Placement not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business
or businesses and complete our initial business combination and we will depend on loans from our management team or our sponsor or any
of their respective affiliates to fund our search, to pay our taxes and to complete our initial business combination. If we are unable
to obtain such loans, we may be unable to complete our initial business combination.
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 COVID-19 pandemic
and the status of debt and equity markets.
The COVID-19 pandemic has in the past adversely
affected the economies and financial markets worldwide, and could materially and adversely affect the business of any potential target
business with which we consummate a business combination. Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential investors or the target
company’s personnel, vendors and services providers in order to negotiate and consummate a transaction in a timely manner, or if
the COVID-19 pandemic causes a prolonged economic downturn. The effects of the COVID-19 pandemic on businesses, and the inability to accurately
predict the future impact of the pandemic on businesses, has also made determinations and negotiations of valuation more difficult, which
could make it more difficult to consummate a business combination transaction.
The extent to which COVID-19 impacts our search
for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information
which may emerge concerning the severity and duration of the COVID-19 pandemic and the actions to contain the COVID-19 pandemic or treat
its impact, among others. If the disruptions posed by the COVID-19 pandemic or other matters of global concern continue for an extensive
period of time, our ability to consummate our initial business combination, or the operations of a target business with which we ultimately
consummate our initial business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction
may be dependent on the ability to raise equity and debt financing which may be materially adversely impacted by the COVID-19 pandemic
and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being available
on terms acceptable to us or at all.
Finally, the COVID-19 pandemic and other events
may also have the effect of heightening many of the other risk factors described in this “Risk Factors” section, such as those
related to the market for our securities.
12
As the number of special purpose
acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for
attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find
a target or to consummate an initial business combination.
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, at times, fewer attractive targets
may be available to consummate an initial business combination.
In addition, because there are more special purpose
acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets
with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or
increases in the cost of additional capital, or the imposition of unattractive covenants to obtain such capital, needed to close business
combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate
our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business
combination on terms favorable to our investors altogether.
Changes in the market for directors and officers
liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market for directors
and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team.
Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have
generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased availability of
directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial
business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public
company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any
failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s
ability to attract and retain qualified officers and directors.
In addition, after completion of any initial business
combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred
prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination
entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off
insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate
an initial business combination on terms favorable to our investors.
If we seek stockholder approval of our initial
business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase public shares
or public warrants from the public, which may influence a vote on a proposed business combination and reduce the public “float”
of our common stock.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or public warrants
or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination, although they are under no obligation or other duty to do so.
Such a purchase may include a contractual
acknowledgement that such public stockholder, although still the record holder of our shares is no longer the beneficial owner
thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or
any of their respective affiliates purchase public shares in privately negotiated transactions from public stockholders who have
already elected to exercise their redemption rights, such selling public stockholders would be required to revoke their prior
elections to redeem their shares. 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 public shares in connection with our initial business combination. The
purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of
obtaining stockholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target
that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where
it appears that such requirement would otherwise not be met. The purpose of such purchases could be to vote such shares in favor of
the business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination
or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of
cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The
purpose of any such purchases of public warrants could be to reduce the number of such public warrants outstanding or to vote such
public 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. 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.
13
In addition, if such purchases are made, the public
“float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making
it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Further, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors,
or officers or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives
to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.
If a stockholder fails to receive notice
of our offer to redeem our public shares in connection with our initial business combination despite our compliance with the tender offer
rules or proxy rules, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We will comply with the tender offer rules or proxy
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of
the opportunity to redeem its public shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will describe the various procedures that must be
complied with in order to validly tender or redeem public shares. 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 or proxy materials documents mailed to such holders, or up to two
business days prior to the initially scheduled vote on the proposal to approve the initial business combination in the event we distribute
proxy materials, or to deliver their shares to the transfer agent electronically. In addition, we will require that beneficial holders
identify themselves. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.
You will not have any rights or interests
in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced
to sell your public shares or warrants, potentially at a loss.
Our public stockholders will be entitled to receive
funds from the Trust Account only upon the earlier to occur of: (1) the completion of our initial business combination, and then
only in connection with those public shares that such stockholder properly elected to redeem, subject to the limitations described herein;
(2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated
certificate of incorporation to modify the substance or timing of our obligation to provide our public stockholders the right to have
their public shares redeemed in connection with our initial business combination or 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
by June 14, 2023 or during any Extension Period, or with respect to any other provision relating to stockholder rights or pre-initial
business combination activity; and (3) the redemption of all of our public shares if we are unable to complete our initial business
combination by June 14, 2023 or during any Extension Period, subject to applicable law and as further described herein. In addition, if
we are unable to complete an initial business combination within the prescribed time period for any reason, 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 the Trust Account. In that case, public stockholders may be forced to wait beyond June 14, 2023 or longer to the extent there
is any applicable Extension Period before they receive funds from the Trust Account. In no other circumstances will a public stockholder
have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust
Account with respect to such warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,
potentially at a loss.
14
The NYSE 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.
Our units, Class A common stock and warrants
are listed on the NYSE under the symbols “PORT.U,” “PORT” and “PORT.W,” respectively. Although our
securities are currently listed on the NYSE, we cannot assure you that our securities will continue to be listed on the NYSE in the future
or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination,
we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum of 300 public holders.
Additionally, immediately upon the consummation of our initial business combination, we will be required to demonstrate compliance with
NYSE listing requirements that are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain
the listing of our securities on the NYSE. For instance, our stock price would generally be required to be at least $4 per share, our
global market capitalization would be required to be at least $150,000,000, the aggregate market value of our publicly-held shares would
be required to be at least $40,000,000 and we would be required to have a minimum of 400 round lot holders. We cannot assure you that
we will be able to meet those initial listing requirements at that time.
If the NYSE delists any of our securities from
trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
• a limited availability of market quotations
for our securities;
• reduced liquidity for our securities;
• a determination that our Class A common
stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage;
and
• a decreased ability to issue additional
securities or obtain additional financing in the future.
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our units, Class A common stock and warrants are listed on the NYSE, our units,
Class A common stock and warrants will qualify as covered securities under such statute. Although the states are preempted from regulating
the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,
if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,
other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer
listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in
each state in which we offer our securities, including in connection with our initial business combination.
You will not be entitled to protections normally
afforded to investors of certain other blank check companies.
Since the net proceeds from our IPO and the Private
Placement are intended to be used to complete an initial business combination with a target business that has not been identified, we
may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets in
excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet of our company 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 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 had been subject
to Rule 419, that rule would have prohibited 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 our initial business combination.
15
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders
are deemed to hold in excess of 15% of our public shares, you will lose the ability to redeem all such shares in excess of 15% of our
public shares.
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 our public shares,
without our prior consent, which we refer to as the “Excess Shares.” However, our amended and restated certificate of incorporation
does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination
and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. As a result,
you will continue to hold the Excess Shares and, in order to dispose of such shares, would be required to sell your Excess Shares in open
market transactions, potentially at a loss.
Because of our limited resources and the
significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.
If we are unable to complete our initial business combination within the prescribed time period, our public stockholders may receive only
approximately $10.20 per share, or less in certain circumstances, on the liquidation of the Trust Account, and our warrants will expire
worthless.
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. Additionally, the number of blank check companies looking for business combination targets has
increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant
experience with completing business combinations While we believe there will be numerous target businesses we could potentially acquire
with the net proceeds from our IPO and the Private Placement, our ability to compete with respect to the acquisition of certain target
businesses that are sizable will be limited by our available financial resources. Although our management team and our sponsor and any
of their respective affiliates may invest or further invest, as applicable, in us in the future, they are under no obligation or other
duty to do so.
This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial
business combination and we are obligated to pay cash for public shares that are redeemed, it will potentially 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
and completing our initial business combination. If we are unable to complete our initial business combination within the prescribed time
period, our public stockholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation
of the Trust Account and our warrants will expire worthless. Please 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 our public stockholders may be less than $10.20
per share” and other risk factors herein.
If the funds not being held in the Trust
Account are insufficient to allow us to operate until at least June 14, 2023, we may be unable to complete our initial business combination.
The funds available to us outside of the
Trust Account may not be sufficient to allow us to operate until at least June 14, 2023, assuming that our initial business
combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans.
Management’s plan to address this need for capital through potential additional loans from certain of our affiliates are
discussed in the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations.” We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to
operate until June 14, 2023; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use
a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also
use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or
merger agreements designed to keep target businesses from “shopping” around for transactions with other companies 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 or merger agreement where we paid for the right to
receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach
or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target
business. If we are unable to complete our initial business combination within the prescribed time period, our public stockholders
may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of the Trust Account and our
warrants will expire worthless. Please 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 our public stockholders may be less than $10.20 per
share” and other risk factors herein.
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If the funds not being held in the Trust
Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our
initial business combination and we will depend on loans from our management team or our sponsor or any of their respective affiliates
to fund our search, to pay our taxes and to complete our initial business combination. If we are unable to obtain such loans, we may be
unable to complete our initial business combination.
Of the net proceeds from our IPO and the Private
Placement, as of December 31, 2021, only $1,950,543 was available to us outside the Trust Account to fund our working capital requirements.
If we are required to seek additional capital, we would need to borrow funds from our management team, sponsor or directors or any of
their respective affiliates to operate or may be forced to liquidate. None of our management team or our sponsor or any of their respective
affiliates is under any obligation or other duty to loan funds to us in such circumstances. Any such loans would be repaid only from funds
held outside the Trust Account or from funds released to us upon completion of our initial business combination by June 14, 2023 or during
any Extension Period. If we are unable to complete our initial business combination within the prescribed time period because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In such case, our public
stockholders may receive only $10.20 per share, or less in certain circumstances, and our warrants will expire worthless. Please 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 our public stockholders may be less than $10.20 per share” and other risk factors herein.
The securities in which we invest the proceeds
held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes
or reduce the value of the assets held in trust such that the per share redemption amount received by stockholders may be less than $10.20
per share.
The funds in the Trust Account may only be invested
in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in
direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly
yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years,
and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies
in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income
taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public stockholders
are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income. If the balance of the
Trust Account is reduced below $234,600,000 as a result of negative interest rates, the amount of funds in the Trust Account available
for distribution to our public stockholders may be reduced below $10.20 per share.
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, liquidity, results of operations and the price of our securities, which could
cause you to lose some or all of your investment.
Even if we conduct extensive due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present
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
a significant negative effect on our financial condition, liquidity, results of operations and the price of our securities. 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
or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction
in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
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If we have not completed our initial business
combination by June 14, 2023, or during any Extension Period, our public stockholders may be forced to wait beyond such prescribed time
period before redemption from the Trust Account.
If we have not completed our initial business combination
by June 14, 2023, or during any Extension Period, we will distribute the aggregate amount then on deposit in the Trust Account, including
interest (net of permitted withdrawals for tax and less up to $100,000 of interest to pay dissolution expenses), pro rata to our
public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described
herein. Any redemption of public stockholders from the Trust Account shall be effected prior to any voluntary winding up. If we are required
to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation
process, such winding up, liquidation and distribution are subject in each case to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. In that case, investors may be forced to wait beyond June 14, 2023 before the
redemption proceeds of the Trust Account become available to them and they receive the return of their pro rata portion of the proceeds
from the Trust Account. We have no obligation to return funds to investors prior to the redemption of our public shares or our liquidation
unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated certificate
of incorporation and then only in cases where public stockholders have properly sought to redeem their shares of Class A common stock.
Only upon redemption of our public shares or our liquidation will public stockholders be entitled to distributions if we have not completed
our initial business combination within the required time period and do not amend certain provisions of our amended and restated certificate
of incorporation prior thereto.
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 our public stockholders may be
less than $10.20 per share.
Our placing of funds in the Trust Account may not
protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent
registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public
stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing
claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a 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 we are unable to find a
service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they
may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination
by June 14, 2023, or during any Extension Period, 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 per share redemption amount received by our public stockholders could be less than the $10.20 per
public share initially held in the Trust Account, due to claims of such creditors.
Our sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a business combination agreement,
reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) 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, in each case net of permitted withdrawals for tax and up to $100,000 of interest to pay dissolution
expenses, except as to any claims by a third party (including such target business) who executed a waiver of any and all rights to the
monies held in the Trust Account (whether any such waiver is enforceable) and except as to any claims under our indemnity or contribution
of the underwriter against certain liabilities, including liabilities under the Securities Act. We have not independently investigated
or verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only
assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations.
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We have also not asked our sponsor to reserve for such indemnification
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 of public shares 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.
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.
In the event that the proceeds in the Trust Account
are reduced below the lesser of: (1) $10.20 per public share; or (2) 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,
in each case net of permitted withdrawals for tax, and our sponsor asserts that it is unable to satisfy its obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against
our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action
may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine
that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.20 per share.
We may not have sufficient funds to satisfy
indemnification claims of our directors and officers, and our obligation to indemnify our directors and officers may have certain adverse
consequences.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become
an officer or 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 not to seek recourse against the Trust Account for any reason whatsoever (except
to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification
provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate
an initial business combination by June 14, 2023 or during any Extension Period. 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 petition or an involuntary bankruptcy petition is filed against us that
is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having
breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive
damages.
If, after we distribute the proceeds in the Trust
Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, any distributions received by our public 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 public stockholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
paying public stockholders from the Trust Account prior to addressing the claims of creditors.
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If, before distributing the proceeds in the
Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that
is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our public stockholders and the per
share amount that would otherwise be received by our public stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the Trust
Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our public stockholders. To the extent any bankruptcy
claims deplete the Trust Account, the per share amount that would otherwise be received by our public stockholders in connection with
our liquidation would be reduced.
If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
• restrictions on the nature of our investments;
and
• restrictions on the issuance of securities,
each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome
requirements, including:
• registration as an investment company with
the SEC;
• adoption of a specific form of corporate
structure; and
• reporting, record keeping, voting, proxy
and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.
In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the