▸ A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions or repurchases by us of our shares.· ● 1 ▸ As described in Part II, Item 9A “Controls and Procedures,” we identified a material weakness in our internal control over financial reporting related to the interpretation and accounting for extinguishment of a significant contingent obligation.· ● 1 ▸ If the funds not being held in the trust account are insufficient to allow us to operate until September 30, 2023 or such earlier date as determined by our board of directors, we may be unable to complete our initial business combination.· ● 1 ▸ group Public stockholders’ investment per public share $ 10.00· ● 1 ▸ The recent turmoil in the banking industry may negatively impact our business, results of operations and financial condition.· ● 1 ▸ As described in Part II, Item 9A “Controls and Procedures,” we identified a material weakness in our internal control over financial reporting related to the accounting treatment for temporary equity and earnings per share.● · 1 ▸ If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of our initial public offering, we may be unable to complete our initial business combination.● · 1 ▸ If we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of our public stockholder vote.● · 1 ▸ group Initial implied value per public share $ 10.00● · 1 ▸ 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.”● · 1 ▸ 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.● · 1 ▸ A provision of our warrant agreement may make it more difficult for as to consummate an initial business combination.● ● 2 ▸ After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.● ● 2 ▸ Because each unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.● ● 2 ▸ Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.● ● 2 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● ● 2 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.● ● 2 ▸ 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.● ● 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 our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.● ● 2 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.● ● 2 ▸ If we have not completed our initial business combination within the allotted time period, our public stockholders may be forced to wait beyond such allotted time period before redemption from our trust account.● ● 2 ▸ Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.● ● 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 directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● 2 ▸ Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.● ● 2 ▸ 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 other events and the status of debt and equity markets.● ● 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 shares of our Class A common stock and make it more difficult to effectuate our initial business combination.● ● 2 ▸ Our warrants are accounted for as liabilities and the changes in value of our warrants could have an adverse effect on the market price of our Class A common stock or make it more difficult for us to consummate an initial business combination.● ● 2 ▸ Past performance by our management team and their respective affiliates 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 have the effect of discouraging lawsuits against our directors and officers.● ● 2 ▸ group Risks Related to Our Business and Strategy● ● 2 ▸ group Risks Related to Our Organization and Structure● ● 2 ▸ group Risks Related to Ownership of Our Securities● ● 2 ▸ The Extension Redemptions and the future ability of our public stockholders to exercise redemption rights with respect to our shares may not allow us to complete the most desirable business combination or optimize our capital structure.● ● 2 rw ▸ The exercise price for the public warrants is higher than in many similar blank check company offerings in the past, and, accordingly, the warrants are more likely to expire worthless.● ● 2 ▸ 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.● ● 2 ▸ group Unlike some blank check companies, if● ● 2 ▸ We are dependent upon our directors and officers and their departure could adversely affect our ability to operate.● ● 2 ▸ We have no operating history and, accordingly you have no basis on which to evaluate our ability to achieve our business objective.● ● 2 ▸ We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants and forward purchase warrants.● ● 2 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● ● 2 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.● ● 2 ▸ We may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.● ● 2 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers which may raise potential conflicts of interest.● ● 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 acquisition opportunities outside our target industries, which may be outside of our management’s areas of expertise.● ● 2 ▸ We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.● ● 2 ▸ You will not be entitled to protections normally afforded to investors of many other blank check companies.● ● 2 ▸ Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.● ● 2 
