CELU US Equity☆

Item 1A. Risk Factors 18

Item 1B. Unresolved Staff Comments 41

Item 2. Properties 41

Item 3. Legal Proceedings 41

Item 4. Mine Safety Disclosures 41

Item 6. Selected Financial Data 42

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46

Item 8. Financial Statements and Supplementary Data 46

Item 9A. Controls and Procedures 47

Item 9B. Other Information 47

PART III 48

Item 10. Directors, Executive Officers and Corporate Governance 48

Item 11. Executive Compensation 53

Item 14. Principal Accounting Fees and Services 58

PART IV

Item 15. Exhibits and Financial Statement Schedules 59

Item 16. Form 10-K Summary

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

STATEMENTS

This report, including,

without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results

of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section

21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology,

including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,”

“plans,” “may,” “will,” “potential,” “projects,” “predicts,”

“continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not

limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements

that are not statements of current or historical facts. These statements are based on management’s current expectations,

but actual results may differ materially due to various factors, including, but not limited to:

● our ability to select an appropriate target business or businesses;

● our pool of prospective target businesses;

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● the use of proceeds not held in the trust account;

● the trust account not being subject to claims of third parties; or

● our financial performance.

The forward-looking

statements contained in this report are based on our current expectations and beliefs concerning future developments and their

potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements

involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results

or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and

uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one

or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary

in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under

applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

ii

By their nature, forward-looking

statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur

in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results

of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from

those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations,

financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking

statements contained in this report, those results or developments may not be indicative of results or developments in subsequent

periods.

Unless otherwise stated

in this report, or the context otherwise requires, references to:

● “management” or our “management team” are to our officers and directors;

● “sponsor” are to GX Sponsor LLC, a Delaware limited liability company;

● “we,” “us,” “company” or “our company” are to GX Acquisition Corp.

iii

PART I

Item 1. Business.

Overview

We are an early stage

blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to

throughout this report as our initial business combination. While we may pursue an initial business combination target in any stage

of its corporate evolution or in any industry or sector, we are focusing our search on companies with favorable growth prospects

and attractive returns on invested capital.

Recent Developments

On January 8, 2021,

we entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Alpha First Merger Sub,

Inc., a Delaware corporation and our direct, wholly owned subsidiary (“First Merger Sub”), Alpha Second Merger Sub,

LLC, a Delaware limited liability company and our direct, wholly owned subsidiary (“Second Merger Sub”), and Celularity

Inc., a Delaware corporation (“Celularity”). Pursuant to the Merger Agreement, at the closing of the transactions contemplated

by the Merger Agreement (the “Closing”), and in accordance with the Delaware General Corporation Law, as amended (“DGCL”),

(i) First Merger Sub will merge with and into Celularity (the “First Merger”), with Celularity surviving the First

Merger as our wholly owned subsidiary (Celularity, in its capacity as the surviving corporation of the First Merger, is sometimes

referred to as the “Surviving Corporation”); and (ii) immediately following the First Merger and as part of the same

overall transaction as the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second

Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity

of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to

herein as the “Surviving Entity”) (steps (i) and (ii) collectively with the other transactions described in the Merger

Agreement, the “Celularity Business Combination”).

The aggregate merger

consideration payable to stockholders of Celularity upon the Closing consists of up to 147,327,224 newly issued shares of our Class A

common stock, par value $0.0001 per share (“GX Class A Common Stock”) valued at approximately $10.15 per share.

Immediately prior to

the effective time of the First Merger (the “Effective Time”), Celularity will cause each share of preferred stock

of Celularity, par value $0.0001 per share, designated as Series A Preferred Stock, Series B Preferred Stock and Series X Preferred

Stock, respectively (together, “Celularity Preferred Stock”) that is issued and outstanding immediately prior to the

Effective Time to be automatically converted into a number of shares of common stock of Celularity, par value of $0.0001 per share

(“Celularity Common Stock”) at the then-effective conversion rate as calculated pursuant to the Amended and Restated

Certificate of Incorporation of Celularity, dated March 16, 2020, as may be amended, restated or otherwise modified from time to

time (the “Celularity Charter”). All of the shares of Celularity Preferred Stock converted into shares of Celularity

Common Stock will no longer be outstanding and will cease to exist, and each holder of shares of Celularity Preferred Stock will

thereafter cease to have any rights with respect to such securities.

At the Effective Time, by virtue of the

First Merger and without any action on our part or on the part of First Merger Sub, Celularity or the holders of any of the following

securities:

1

2

At the effective time of the Second Merger

(the “Second Effective Time”), by virtue of the Second Merger and without any action on our part or on the part of

the Surviving Corporation, Second Merger Sub or the holders of any of our securities or the securities of the Surviving Corporation

or the Second Merger Sub: (x) each share of common stock of the Surviving Corporation issued and outstanding immediately prior

to the Second Effective Time will be canceled and will cease to exist without any conversion thereof or payment therefor; and (y) each

membership interest in Second Merger Sub issued and outstanding immediately prior to the Second Effective Time will be converted

into and become one validly issued, fully paid and non-assessable membership interest in the Surviving Entity, which will constitute

the only outstanding equity of the Surviving Entity.

On January 8, 2021, concurrently with the

execution of the Merger Agreement, we entered into separate subscription agreements (the “Subscription Agreements”)

with investors (each, a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and we agreed to

sell to the PIPE Investors, an aggregate of 8,340,000 shares of GX Class A Common Stock (the “PIPE Shares”), for

a purchase price of $10.00 per share and an aggregate purchase price of $83,400,000, in a private placement (the “PIPE Financing”),

a portion of which is expected to be funded by (i) existing Celularity investors and affiliates (the “Celularity-Related

PIPE Investors”) and (ii) certain additional investors. In comparison, the $10.00 per share purchase price of the PIPE

Shares is equal to the price per unit offered to our public stockholders to acquire Units in the IPO (as defined below); however,

unlike the Units issued in our IPO, the PIPE Shares do not include one-half of one redeemable warrant to acquire our Class A Common

Stock or any redemption right, among other things.

The PIPE Investors are entitled to certain

registration rights as fully described in our Registration Statement on Form S-4 filed with the SEC on January 25, 2021 (as amended

from time to time, the “S-4 Registration Statement”).

For additional information regarding Celularity,

the Merger Agreement and related agreements and the Celularity Business Combination, see the S-4 Registration Statement.

Significant Activities Since Inception

On May 23, 2019, we consummated our initial

public offering (“IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued pursuant to

the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one share of GX Class A Common Stock,

and one-half of one warrant (“Public Warrant”), each whole warrant entitling the holder to purchase one share of GX

Class A Common Stock at $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds

of $287,500,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private

placement (“Private Placement”) of an aggregate of 7,000,000 warrants (“Placement Warrants”) at a price

of $1.00 per Placement Warrant, generating total proceeds of $7,000,000.

A total of $287,500,000 million of the net

proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s

public shareholders.

Our units began trading on May 21, 2019

on the Nasdaq Capital Market under the symbol GXGXU. Commencing on July 13, 2018, the securities comprising the units began separate

trading. The units, Class A Ordinary Shares, and warrants are trading on the Nasdaq Capital Market under the symbols “GXGXU,”

“GXGX” and “GXGXW,” respectively.

Business Strategy

Our strategy is to

identify a target that can benefit by becoming a publicly-listed company, with improved access to capital, and that we believe

can be positively impacted by our management team. We seek a target that we believe can grow revenue and earnings materially. This

may include a target that can benefit from capital injection to: (i) increase spending on capital or other projects that are expected

to generate favorable returns and which can accelerate revenue and earnings growth; (ii) invest in technology; or (iii) fundamentally

restructure its business operations.

Our management team

has a combined 90 years of experience setting and implementing strategies to grow revenues and improve profitability, including:

helping to develop growth initiatives; developing capital allocation strategies; reducing expenses to increase earnings or to redeploy

capital into more beneficial initiatives; pursuing add-on acquisitions and divestitures; engaging in capital markets and other

financing or restructuring activities; evaluating, changing or enhancing management when appropriate; and crafting other initiatives.

To execute our business

strategy, we:

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Acquisition Criteria

We have identified

the following general criteria and guidelines that we believe are consistent with our acquisition philosophy and our management’s

experience, and that we believe are important in evaluating prospective target businesses. These criteria and guidelines include,

among others:

● Having the potential to achieve favorable growth in revenue and earnings;

● Having an established customer relationships and sustainable margins;

● Being less likely to be negatively affected by existing or new regulations;

● Having the potential to grow via add-on acquisitions;

These criteria are

not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based,

to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team

may deem relevant. We used the above criteria and guidelines in evaluating business combination opportunities, including the Celularity

Business Combination and believe that Celularity meets such criteria. However, in the event that the Celularity Business Combination

is not consummated, we may decide to enter into an alternative business combination with a target company that does not meet these

criteria.

Our Acquisition, Investment and Post-Closing Process

In evaluating a prospective

target business, we conduct a thorough due diligence review that encompasses, among other things, an analysis of overall industry

and competitive conditions; meetings with incumbent management and employees; interaction with third-parties who are industry experts;

document reviews; inspection of facilities; and a review of available financial, operational, legal and other information.

As part of our due

diligence investigation, we evaluate the suitability of the target to become a public company. This includes an analysis of:

● relevant revenue recognition and other accounting issues;

● actual and contingent liabilities;

● reliance upon key suppliers, customers and employees;

● regulatory issues; and

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We believe that it

is important for any acquisition to achieve early success as a first step toward achieving longer-term objectives. Before completing

a business combination, we intend to work with the target’s management team and outside advisors to develop a formal 100

Day Plan that will set forth the company’s key near-term objectives for management and employees of the target company, and

will communicate to them the importance of near-term execution. We believe that the 100 Day Plan will serve as the beginning of

a strategic plan whose objective will be to increase shareholder value.

While the 100 Day Plan

will be tailored specifically to deal with a company’s unique circumstances, we expect it to include objectives relating

to the following:

● Eliminating non-essential expenses and low-return capital expenditures;

Following the execution

of the 100 Day Plan, our management team and board of directors will continue to work closely with management of the target company

to implement strategies that we believe will build shareholder value.

Despite the acquisition

experience of our management team, none of our officers or directors has had direct experience with special purpose acquisition

companies. Any past experience of our management team is not a guarantee either: (i) that we will be able to locate a suitable

candidate for our initial business combination; or (ii) of any results with respect to any initial business combination we may

consummate. You should not rely on the historical record of the performance of Trimaran Capital Partners, or Trimaran, or our management

team as indicative of our future performance.

Our Business Combination Process

In evaluating prospective

business combinations, we conduct a thorough due diligence review process that encompasses, among other things, a review of historical

and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of

facilities and assets, discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We also

utilize our expertise analyzing target companies and evaluating operating projections, financial projections and determining the

appropriate return expectations given the risk profile of the target business.

We are not prohibited

from pursuing an initial business combination with a company that is affiliated with Trimaran or our sponsor, officers or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with Trimaran or our sponsor,

officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking

firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our

company from a financial point of view.

Members of our management

team directly or indirectly own our founders shares and/or private placement warrants, and, accordingly, may have a conflict of

interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business

combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular

business combination if the retention or resignation of any such officers and directors were to be included by a target business

as a condition to any agreement with respect to our initial business combination.

All of the members

of our management team are employed by Trimaran. Trimaran is regularly made aware of potential business opportunities, one or more

of which we may desire to pursue for an initial business combination; we have not, however, selected any specific business combination

target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business

combination target.

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Trimaran and each of

our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity

to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations

of Trimaran and our officers or directors will not materially affect our ability to complete our initial business combination,

as we believe any such opportunities presented would be smaller than what we are interested in, in different fields than what we

would be interested in, or to entities that are not themselves in the business of engaging in business combinations. Our amended

and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director

or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of

our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another

legal obligation.

Our officers and directors

have agreed not to participate in the formation of, or become an officer or director of any other special purpose acquisition company

with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have

entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business

combination by May 23, 2021.

Our Management Team

Members of our management

team are not obligated to devote any specific number of hours to our matters, but they devote as much of their time as they deem

necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management

team devotes in any time period varies based on whether a target business has been selected for our initial business combination

and the current stage of the business combination process. We believe our management team’s operating and transaction experience

and relationships with companies provides us with a substantial number of potential business combination targets. Over the course

of their careers, the members of our management team have developed a broad network of contacts and corporate relationships in

many industries. This network has grown through the activities of our management team sourcing, acquiring and financing businesses,

our management team’s relationships with sellers, financing sources and target management teams and the experience of our

management team in executing transactions under varying economic and financial market conditions.

Status as a Public Company

We believe our structure

makes us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other business combination with us. Following an initial business

combination, we believe the target business would have greater access to capital and additional means of creating management incentives

that are better aligned with stockholders’ interests than it would as a private company. A target business can further benefit

by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In a business combination

transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business

for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class A common

stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are

various costs and obligations associated with being a public company, we believe target businesses will find this method a more

expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial

public offering process takes a significantly longer period of time than the typical business combination transaction process,

and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing

and road show efforts that may not be present to the same extent in connection with an initial business combination with us.

Furthermore, once a

proposed initial business combination is completed, the target business will have effectively become public, whereas an initial

public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions,

which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business

combination, we believe the target business would then have greater access to capital and an additional means of providing management

incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being

a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and

aid in attracting talented employees.

While we believe that

our structure and our management team’s backgrounds make us an attractive business partner, some potential target businesses

may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval

of any proposed initial business combination, negatively.

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We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible

to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies” including, but not limited to, not being required to comply with the independent

registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding

a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our

securities and the prices of our securities may be more volatile.

In addition, Section

107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an

“emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of

our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large

accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million

as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during

the prior three-year period.

Financial Position

With funds available

for an initial business combination in the amount of $291,797,144 (as of December 31, 2020) after payment of up to $10,812,500

of deferred underwriting fees and before fees and expenses associated with our initial business combination, we offer a target

business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and

expansion of its operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its

needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be

available to us.

Effecting Our Initial Business Combination

We are not presently

engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business

combination using cash from the proceeds of our IPO and the private placement of the private placement warrants, the proceeds of

the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop

agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of

the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business

that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks

inherent in such companies and businesses.

If our initial business

combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment

of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we

may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance

or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in

completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise

additional funds through a private offering of debt or equity securities in connection with the completion of our initial business

combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts

held in the trust account. In addition, we are targeting businesses larger than we could acquire with the net proceeds of our IPO

and the sale of the private placement warrants, and may as a result be required to seek additional financing to complete such proposed

initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing

only simultaneously with the completion of our initial business combination. In the case of an initial business combination funded

with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business

combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such

financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business

combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising

any additional funds through the sale of securities or otherwise.

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Sources of Target Businesses

Target business candidates

are brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target

businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since

many of these sources will have read our public filings and know what types of businesses we are targeting. Our officers and directors,

as well as our sponsor and their affiliates, may also bring to our attention target business candidates that they become aware

of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending

trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise

necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their

respective industry and business contacts as well as their affiliates. While we do not presently anticipate engaging the services

of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms

or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the

extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to

us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best

interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee

will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers

or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting

fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services

rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of

the type of transaction that it is). Although none of our sponsor, executive officers or directors, or any of their respective

affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination

target in connection with a contemplated initial business combination, we do not have a policy that prohibits our sponsor, executive

officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses

by a target business. We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities

and secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying,

investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting

agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees

or arrangements will not be used as a criterion in our selection process of an initial business combination candidate.

We are not prohibited

from pursuing an initial business combination with an initial business combination target that is affiliated with our sponsor,

officers or directors or making the initial business combination through a joint venture or other form of shared ownership with

our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business

combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would

obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation

opinions that such an initial business combination is fair to our company from a financial point of view. We are not required to

obtain such an opinion in any other context.

If any of our officers

or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity

to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination

opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring

of our Initial Business Combination

Nasdaq rules require

that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the

assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the

trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair

market value of our initial business combination will be determined by our board of directors based upon one or more standards

generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of

comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If

our board of directors is not able to independently determine the fair market value of our initial business combination, we will

obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions

with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to

make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it

is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as

to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries

in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted

flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate

our initial business combination with another blank check company or a similar company with nominal operations.

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We anticipate structuring

our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders

own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way

so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order

to meet certain objectives of the target management team or stockholders. However, we will only complete an initial business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires

50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively

own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business

combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all

of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However,

as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination

could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the

equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion

of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80%

fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test

will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial

business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

To the extent we effect

our initial business combination with a company or business that may be financially unstable or in its early stages of development

or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate

the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant

risk factors.

In evaluating a prospective

business target, we conduct a thorough due diligence review, which may encompass, among other things, meetings with incumbent management

and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial

and other information that will be made available to us.

The time required to

select and evaluate a target business and to structure and complete our initial business combination, and the costs associated

with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

Lack of Business Diversification

For an indefinite period

of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future

performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple

entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business. In addition, we are focusing our search for an initial business combination in

a single industry. By completing our initial business combination with only a single entity, our lack of diversification may:

Limited Ability to Evaluate the Target’s Management

Team

Although we closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination

with that business, our assessment of the target business’ management may not prove to be correct. In addition, the future

management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role

of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination

as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial

business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following

our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our

initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience

or knowledge relating to the operations of the particular target business.

We cannot assure you

that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination

as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following an initial

business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

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Stockholders May Not Have the Ability to Approve Our Initial

Business Combination

We may conduct redemptions

without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required

by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented

in the table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder

approval is currently required under Delaware law for each such transaction.

Type of Transaction Whether Stockholder Approval is Required

Purchase of assets No

Purchase of stock of target not involving a merger with the company No

Merger of target into a subsidiary of the company No

Merger of the company with a target Yes

Under Nasdaq’s

listing rules, stockholder approval would be required for our initial business combination if, for example:

Permitted Purchases of our Securities

If we seek stockholder

approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination

pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase

shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion

of our initial business combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors

or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they

have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions

for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession

of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the

Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender

offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however,

if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will

comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent

such purchasers are subject to such reporting requirements. None of the funds held in the trust account will be used to purchase

shares or public warrants in such transactions prior to completion of our initial business combination.

The purpose of any

such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood

of obtaining stockholder approval of the initial business combination or to satisfy a closing condition in an agreement with a

target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,

where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be

to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for

approval in connection with our initial business combination. Any such purchases of our securities may result in the completion

of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public

“float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our

securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities

on a national securities exchange.

Our sponsor, officers,

directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers, directors

or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt

of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business

combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they

would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro

rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted

a proxy with respect to our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only

purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

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Any purchases by our

sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act

will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from

liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements

that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or

their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange

Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases

are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion

of our Initial Business Combination

We will provide our

public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

trust account as of two business days prior to the consummation of the initial business combination including interest earned on

the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding

public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately

$10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced

by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers and directors have entered into

a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares

and any public shares held by them in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our

public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion

of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business

combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial

business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of

factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval

under the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically

require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue

more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require

stockholder approval. If we structure an initial business combination with a target company in a manner that requires stockholder

approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed initial business combination.

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval

is required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal

reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If a stockholder vote

is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended

and restated certificate of incorporation:

Upon the public announcement

of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase

shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply

with Rule 14e-5 under the Exchange Act.

In the event we conduct

redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance

with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the

expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more

than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement

that we will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001

either immediately prior to or upon consummation of our initial business combination and after payment of underwriter’s fees

and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset

or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders

tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

11

If, however, stockholder

approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval

for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

● file proxy materials with the SEC.

In the event that we

seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,

provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder

approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted

are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person

or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding

shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders will count toward this quorum

and pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and any public

shares in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares

of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

As a result, in addition to our initial stockholders’ founder shares, we would need only 10,781,251, or 37.5%, of the 28,750,000

public shares sold in our IPO to be voted in favor of an initial business combination (assuming all outstanding shares are voted

and our sponsor, officers and directors do not purchase any public shares) in order to have our initial business combination approved.

We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting,

if required, at which a vote shall be taken to approve our initial business combination. These quorums and voting thresholds, and

the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

Our amended and restated

certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption) our net tangible

assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after

payment of underwriter’s fees and commissions (so that we are not subject to the SEC’s “penny stock” rules)

or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business