▸ Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.· ● 1 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share.· ● 1 ▸ If we hold a stockholder vote to approve our initial business combination, the federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance· ● 1 ▸ Our management concluded that there is substantial doubt about our ability to continue as a “going concern.”· ● 1 ▸ 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 coronavirus (COVID-19) pandemic.· ● 1 ▸ group Risks Relating to our Securities· ● 1 ▸ The Company may be subject to the excise tax included in the Inflation Reduction Act of 2022 in connection with redemptions of the Company Common Stock on or after January 1, 2023.· ● 1 ▸ We also may be subject to claims by third parties for infringement of another party’s proprietary rights, or for breach of copyright, trademark or license usage rights. Any such claims and any resulting litigation could· ● 1 ▸ We may be subject to the 1% excise tax instituted under the Inflation Reduction Act of 2022 in connection with redemptions we conduct after December 31, 2022.· ● 1 ▸ We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.· ● 1 ▸ Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate a business combination by January 8, 2023. Consequently, such target● · 1 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.● · 1 ▸ 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 management believes to be● · 1 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the● · 1 ▸ Implied value per share upon consummation of initial business combination $ 7.37● · 1 ▸ group Initial implied value per public share $ 10.20● · 1 ▸ Our amended and restated certificate of incorporation provides that any of its provisions related to● · 1 ▸ PIPE transactions) at a price of $10.20 per share or which approximates the● · 1 ▸ The Sarbanes-Oxley Act requires that we maintain a system of internal controls and, beginning with our annual report on Form● · 1 ▸ The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.● · 1 ▸ The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under● · 1 ▸ The provisions of our amended and restated certificate of incorporation that relate to our● · 1 ▸ We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to● · 1 ▸ We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our financial condition and the value of our stockholders’ investment in us.● · 1 ▸ A failure to comply with privacy regulations could adversely affect relations with customers and have a negative impact on business.● ● 2 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● ● 2 ▸ Changes in the market for director and officer liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● ● 2 ▸ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.● ● 2 ▸ Holders of founder shares and purchasers of placement units will control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.● ● 2 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● ● 2 ▸ If we effect our initial business combination with a business located outside of the United States, the laws applicable to such business will likely govern all of our material agreements and we may not be able to enforce our legal rights.● ● 2 ▸ If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.● ● 2 ▸ If we hold a stockholder vote and must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● ● 2 ▸ If we seek stockholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● ● 2 ▸ If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.● ● 2 ▸ NASDAQ may delist our securities from trading which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● ● 2 ▸ Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● ● 2 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● ● 2 ▸ Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate a business combination.● ● 2 ▸ Past performance by our management team may not be indicative of future performance of an investment in the Company.● ● 2 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.● ● 2 ▸ Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks● ● 2 ▸ group Risks Relating to our Sponsor and Management Team● ● 2 ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to consummate the most desirable business combination or optimize our capital structure.● ● 2 ▸ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● ● 2 ▸ The requirements of being a public company may strain our resources and divert management’s attention.● ● 2 ▸ We are an early stage company with no operating history and no revenue and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.● ● 2 ▸ We are dependent upon our officers and directors; the loss of any one or more of them could adversely affect our ability to complete a business combination.● ● 2 ▸ We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants.● ● 2 ▸ We may attempt to consummate our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we expected, or at all.● ● 2 ▸ We may not be able to consummate a business combination by July 8, 2023, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.● ● 2 rw ▸ We may not be able to protect a target’s intellectual property and we may be subject to infringement claims.● ● 2 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.● ● 2 ▸ We may not hold an annual meeting of stockholders until after we consummate a business combination.● ● 2 ▸ We may partner, submit a joint bid or enter into a similar transaction with holders of founder shares or an affiliate in connection with our pursuit of, or in connection with, a business combination.● ● 2 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● ● 2 ▸ We may seek investment opportunities in sectors outside of our industry focus (which may or may not be outside of our management’s area of expertise).● ● 2 ▸ You will not be entitled to protections normally afforded to investors of many other blank check companies.● ● 2 ▸ Your ability to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.● ● 2 
