ITEM 1A. RISK FACTORS
An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment.
Summary of Risk Factors
● we are a newly formed company with no operating history and no revenues;
● our ability to continue as a “going concern”;
● our stockholders may be held liable for claims by third parties against us;
23
● dependence on key personnel;
● conflicts of interest of our sponsor, officers and directors;
● our competitors have advantages over us in seeking business combinations;
● we may be unable to obtain additional financing;
● our sponsor controls a substantial interest in us;
● lack of protections normally afforded to investors of blank check companies;
● deviation from acquisition criteria;
24
● the NYSE American may delist our securities from trading on its exchange;
● shares being redeemed and warrants becoming worthless;
● lack of working capital;
25
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, 2022, we had $75,612 in cash
and a working capital deficit (excluding deferred offering costs) of $788,689. Further, we have incurred and expect to continue to incur
significant costs in pursuit of our finance and acquisition plans. Management’s plans to address this need for capital through
our Initial Public Offering are discussed in the section of this report titled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise additional capital or
to consummate an initial business combination will be successful. Additionally, in the event the Company does not complete a Business
Combination within one year of closing date of the Initial Public Offering, the Company is required to redeem the public shares sold
in the Initial Public Offering. 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.
Our public stockholders may not be afforded
an opportunity to vote on a 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.
We may not hold a stockholder vote to approve
our initial business combination unless the business combination would require stockholder approval under applicable state law or the
rules of the NYSE American or if we decide to hold a stockholder vote for business or other reasons. For instance, the NYSE American
rules 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 shares 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 shares, we would
seek stockholder approval of such business combination. However, except as required by law, the decision as to whether we will seek stockholder
approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the
transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial business combination
even if holders of a majority of the outstanding shares of our common stock do not approve of the business combination we consummate.
Please see the section entitled “Proposed Business — Stockholders May Not Have the Ability to Approve Our Initial Business
Combination” for additional information.
If we seek stockholder approval of our initial
business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our
public stockholders vote.
Unlike many other blank check companies in which
the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders
in connection with an initial business combination, our initial stockholder, including our sponsor, have agreed to vote all shares of
our common stock having voting rights that it then owns in favor of our initial business combination. Our initial stockholders own 22.48%
of our outstanding shares of common stock. As a result, in addition to the founder shares, we could need as little as 3,315,538, or approximately 28.51%,
of the 8,625,000 public shares sold in our Initial Public Offering to be voted in favor of a transaction (assuming all outstanding shares
are voted) in order to have our initial business combination approved. Furthermore, assuming only the minimum number of stockholders
required to be present at the stockholders’ meeting held to approve our initial business combination are present at such meeting,
we could need as little as 407,726 of the 8,625,000 public shares, or approximately 7.01% of the shares sold as part of the units in
our Initial Public Offering, to be voted in favor of our initial business combination in order to have such transaction approved. In
addition, in the event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting
of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction
approved.
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 agreed to vote its shares in accordance with the majority of the votes cast by our public stockholders.
26
Your only opportunity to affect the investment
decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash,
unless we seek stockholder approval of the business combination.
At the time of your investment in us, you may
not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board of directors
may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to
vote on the business combination, unless we seek such stockholder vote. Accordingly, 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 within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
stockholders in which we describe our initial business combination.
The ability of our public stockholders to
redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make
it difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination
(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. Consequently, if accepting all properly submitted
redemption requests would cause our net tangible assets to be less than $5,000,001 upon the consummation of our initial business combination
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. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public stockholders to
exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination
or optimize our capital structure.
At the time we enter into an agreement for our
initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to
structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our 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 shares are submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing.
Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize
our capital structure, or may incentivize us to structure a transaction whereby we issue shares to new investors and not to sellers of
target businesses, such that our sponsor will receive additional shares.
The ability of our public stockholders to
exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
If our business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate
liquidity, you could attempt to sell your stock in the open market; however, at such time our 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 in connection with our redemption until we liquidate or you are able to sell your stock in the open market.
27
The requirement that we complete our initial
business combination within 15 months (or within 18 months if we further extend the period of time to consummate a business combination)
from February 15, 2022 may give potential target businesses leverage over us in negotiating a business combination and may decrease our
ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine
our ability to complete our 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 within 15 months
(or within 18 months if we further extend the period of time to consummate a business combination) from February 15, 2022. 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.
We may not be able to complete our initial
business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate.
We must complete our initial business combination
within 15 months (or within 18 months if we further extend the period of time to consummate a business combination) from February
15, 2022. We may not be able to find a suitable target business and complete our initial business combination within such time period.
If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number
of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board 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.
If we seek stockholder approval of our initial
business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public
stockholders, 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 business combination pursuant to the tender offer rules,
our sponsor, directors, executive officers, advisors or their affiliates may purchase shares 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
to do so. Such a purchase may include a contractual acknowledgement that such 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, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders
who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections
to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase
the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a
target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it
appears that such requirement would otherwise not be met. This may result in the completion of a business combination that may not otherwise
have been possible.
In addition, if such purchases are made, the
public “float” of our 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.
If a stockholder fails to receive notice of
our offer to redeem our public shares in connection with our business combination, 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 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 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. In the event that a stockholder fails to comply with these procedures,
its shares may not be redeemed. See “Proposed Business — Business Strategy — Tendering stock certificates in connection
with a tender offer or redemption rights.”
28
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: (i) the completion of our initial business combination and (ii) our
redemption of all of our public shares if we are unable to complete our business combination within 15 months (or within 18 months
if we further extend the period of time to consummate a business combination) from February 15, 2022. In no other circumstances will
a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may
be forced to sell your public shares or warrants, potentially at a loss.
The NYSE American 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.
We have listed our common stock and warrants
on the NYSE American. We have been approved to have our common stock and warrants listed on the NYSE American. Following the date the
common stock and warrants are eligible to trade separately, we anticipate that the common stock and warrants will be listed on the NYSE
American. Although after giving effect to our Initial Public Offering we have met the minimum initial listing standards set forth in
the NYSE American rules, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE American in the
future or prior to our initial business combination. In order to continue listing our securities on the NYSE American prior to our initial
business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum
amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).
Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE American’s
initial listing requirements, which are more rigorous than the NYSE American’s continued listing requirements, in order to continue
to maintain the listing of our securities on the NYSE American. For instance, our stock price would generally be required to be at least
$4.00 per share and our stockholders’ equity would generally be required to be at least $4,600,000. We cannot assure you that we
will be able to meet those initial listing requirements at that time.
If the NYSE American delists our securities from
trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our 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 limited amount of news and analyst coverage; and
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of our Initial Public
Offering and the sale of the private placement units 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 United States securities laws.
However, because we have net tangible assets in excess of $4,600,000, we are exempt from rules promulgated by the SEC to protect investors
in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among
other things, this means our securities will be immediately tradable and we will have a longer period of time to complete our business
combination than do companies subject to Rule 419. Moreover, if our Initial Public Offering were subject to Rule 419, that rule would
prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account
were released to us in connection with our completion of an initial business combination.
29
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 10% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 10%
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 amended and restated certificate of incorporation will provide 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 an aggregate of 10% or more of the shares sold
in our Initial Public Offering, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess
Shares will reduce your influence over our ability to complete our 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 business combination, and as a result, you will continue to hold that number of shares
equal to or exceeding 10%. In order to dispose of such shares, you would be required to sell your stock 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, our public stockholders may receive only approximately $10.30 (or, if both three-month
extensions occur, $10.40) per share, on our redemption, 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. While we believe there are numerous target businesses we could potentially acquire
with the net proceeds of our Initial Public Offering and the sale of the private placement units, our ability to compete with respect
to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay
cash for the shares of common stock redeemed and, in the event we seek stockholder approval of our business combination, we make purchases
of our common stock, the resources available to us for our initial business combination will potentially be reduced. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial
business combination, our public stockholders may receive only $10.30 (or, if both three-month extensions occur, $10.40) per share
on the liquidation of our trust account and our warrants will expire worthless.
If the net proceeds of our Initial Public
Offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for
at least 15 months following February 15, 2022 (or at least 18 months from the closing of our Initial Public Offering if we further extend
the period of time to consummate a business combination), 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 for at least 15 months following February 15, 2022 (or at least 18 months
from February 15, 2022 if we further extend the period of time to consummate a business combination), assuming that our initial business
combination is not completed during that time. We believe that, upon the closing of our Initial Public Offering, the funds available to
us outside of the trust account will be sufficient to allow us to operate for at least 15 months following February 15, 2022 (or
at least 18 months from February 15, 2022 if we extend the period of time to consummate a business combination); 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 designed to keep target businesses from “shopping” around
for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right
to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach
or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.30 (or, if both
three-month extensions occur, $10.40) per share on the liquidation of our trust account and our warrants will expire worthless.
30
If the net proceeds of our Initial Public
Offering and the sale of the private placement units 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 sponsor or management team to fund our search, to pay our taxes and to complete our business combination.
Of the net proceeds of our Initial Public Offering
and the sale of the private placement units, only approximately $800,000 will be available to us initially outside the trust account to
fund our working capital requirements. In the event that our offering expenses (excluding underwriting discounts and commissions) exceeds
$800,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held
outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses (excluding underwriting
discounts and commissions) are less than $800,000, the amount of funds held outside the trust account would increase by a corresponding
amount. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third
parties to operate or may be forced to liquidate. None of our sponsor, members of our management team or any of their affiliates is under
any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust
account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business
combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Consequently, our public stockholders may only receive approximately $10.30 (or, if both three-month extensions occur, $10.40) per
share on our redemption of our public shares, and our warrants will expire worthless.
Subsequent to our completion of our initial
business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could
have a significant negative effect on our financial condition, results of operations and our stock price, 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 surface all material issues that may be present
inside a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,
or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may
be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could
result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt
financing. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction
in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or
if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating
to the business combination contained an actionable material misstatement or material omission.
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 $10.30 (or, if both three-month extensions occur, less than $10.40) 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 creditors, vendors, service providers,
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. We are not aware of any product or service providers who have not or will not provide such waiver other than
the underwriter of our Initial Public Offering.
31
Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our business combination
within 15 months from February 15, 2022, or upon the exercise of a redemption right in connection with our 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 public stockholders could be less than the $10.30
(or, if both three-month extensions occur, $10.40) per 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 our a creditor or a vendor for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.30 (or, if both three-month extensions occur, $10.40) per public share or (ii) such
lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the
value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under indemnity of the underwriter
of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third party claims. We have not asked our sponsor to reserve for such indemnification obligations, and our sponsor’s only
assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.
Our directors may decide not to enforce the
indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution
to our public stockholders.
In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.30 (or, if both three-month extensions occur, $10.40) per share or (ii) other than due
to the failure to obtain a waiver from a creditor or vendor 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 lesser amount per share held in the trust account as of the
date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which
may be withdrawn to pay taxes, 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 any particular instance. If our independent directors choose not to enforce these indemnification
obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.30
(or, if both three-month extensions occur, $10.40) per share.
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 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
all amounts received by our 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.
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 stockholders and the per-share
amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust
account to our public stockholders, we file a bankruptcy 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 stockholders. To the extent any bankruptcy claims
deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation
may be reduced.
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 business combination.
If we are deemed to be an investment company
under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on the nature of our
investments, and restrictions on the issuance of our securities, each of which may make it difficult for us to complete our business
combination. In addition, we may have imposed upon us burdensome requirements, including, without limitation, registration as an investment
company; adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations.
32
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 in 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 will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal activities will subject
us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United States government
treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments,
we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If
we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
expenses for which we have not allotted funds and may hinder our ability to consummate a business combination. If we are unable to complete
our initial business combination, our public stockholders may receive only approximately $10.30 (or, if both three-month extensions
occur, $10.40) per share on the liquidation of our trust account and our warrants will expire worthless.
Our stockholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the General Corporation Law of the State
of Delaware, or the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our initial business combination within the prescribed time frame may be considered
a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the
DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which
any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any
claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability
of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the
claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary
of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 12th month
(or following the 18th month if we extend the period of time to consummate a business combination) from February 10,
2022 in the event we do not complete our business combination and, therefore, we do not intend to comply with those procedures.
Because we will not be complying with Section 280,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.
However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for
prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers,
etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public
stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the prescribed
time frame is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful
(potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown),
then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful
redemption distribution, instead of three years, as in the case of a liquidation distribution.
33
We may not hold an annual meeting of stockholders
until after our consummation of a business combination and you will not be entitled to any of the corporate protections provided by such
a meeting.
In accordance with the NYSE American corporate
governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing
on the NYSE American. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for
the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu
of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial
business combination, and thus, we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore,
if our stockholders want us to hold an annual meeting prior to our consummation of a business combination, they may attempt to force
us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
In our Initial Public Offering, we did not
register the shares of common stock issuable upon exercise of the warrants sold as part of the units under the Securities Act or any
state securities laws, and such registration may not be in place when an investor desires to exercise such warrants, thus precluding
such investor from being able to exercise such warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We did not register the shares of common stock
issuable upon exercise of the warrants sold as part of the units in our Initial Public Offering under the Securities Act or any state
securities laws. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later
than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts to file, and within
60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating
to the common stock issuable upon exercise of such warrants, and to maintain a current prospectus relating to such shares of common stock
until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be
able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration
statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC
issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required
to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis,
and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon
such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration
or qualification is available. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to
file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified
or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid
the full unit purchase price solely for the shares of common stock included in the units. We may not redeem the warrants when a holder
may not exercise such warrants.
The grant of registration rights to our sponsor
in respect of its founder shares and private placement units and the grant of registration rights to holders of other securities may
make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the
market price of our common stock.
Pursuant to an agreement entered into concurrently
with the issuance and sale of the securities in our Initial Public Offering, our sponsor and its permitted transferees can demand that
we register their founder shares at the time of our initial business combination. In addition, our sponsor and its permitted transferees
can demand that we register their private placement units (and their constituent securities, as well as shares of common stock underlying
such constituent securities), and holders of warrants that may be issued upon conversion of working capital loans, if any, may demand
that we register such warrants or the common stock issuable upon exercise of such warrants. We will bear the cost of registering these
securities. The registration and availability of such a significant number of securities for trading in the public market may have an
adverse effect on the market price of our common stock. In addition, the existence of the registration rights may make our initial business
combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake
they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our common stock
that is expected when the above-described securities owned by our sponsor or holders of our working capital loans or their respective
permitted transferees are registered.
34
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’ operations.
Although we expect to focus our search for a
target business in the energy industry, we may seek to complete a business combination with an operating company in any industry or sector.
However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our business combination
with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific
target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular
target business’ operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example,
if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and
directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these
risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact
a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors
than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders who choose
to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are
unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable
material misstatement or material omission.
Because we intend to seek a business combination
with a target business or businesses in the energy industry, we expect our future operations to be subject to risks associated with this
industry.
We intend to initially focus our search for a
target business in the energy industry. Accordingly, we may pursue a target business in these sectors or any other sector within the
energy industry. Because we have not yet selected or approached any specific target business or sector, we cannot provide specific risks
of any business combination. However, risks inherent in investments in the energy industry include, but are not limited to, the following:
● Volatility of oil and natural gas prices;
● Available pipeline, storage and other transportation capacity;
● Changes in global supply and demand and prices for commodities;
● Impact of energy conservation efforts;
35
● Technological advances affecting energy production and consumption;
● Overall domestic and global economic conditions;
● Availability of, and potential disputes with, independent contractors;
● Natural disasters, terrorist acts and similar dislocations;
● Value of U.S. dollar relative to the currencies of other countries.
We may seek acquisition opportunities in companies
that may be outside of our management’s areas of expertise.
We will consider a business combination outside
of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate
offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of
our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and
the information contained in this report regarding the areas of our management’s expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant
risk factors. Accordingly, any stockholders who choose to remain stockholders following our business combination could suffer a reduction
in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or
if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating
to the business combination contained an actionable material misstatement or material omission.
Although we have identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that meets all of our
general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general
criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to
meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition,
if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal
reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does
not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may
receive only approximately $10.30 (or, if both three-month extensions occur, $10.40) per share on the liquidation of our trust account
and our warrants will expire worthless.
We may seek acquisition opportunities with
a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial business
combination with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings
and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not
have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability
to control or reduce the chances that those risks will adversely impact a target business.
36
We are not required to obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions and consequently, you may
have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point
of view.
Unless we complete our business combination with
an affiliated entity, or our board cannot independently determine the fair market value of the target business or businesses, we are
not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting
firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our
stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on one or more standards
generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation
materials, as applicable, related to our initial business combination. In the event we seek to complete our initial business combination
with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent and/or disinterested directors,
will obtain an opinion from either 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. We will also provide a summary
of any such opinion or report to shareholders in connection with any vote on an initial business combination in our proxy materials or
tender offer documents, as applicable, related to our initial business combination in accordance with Section 1015(b) of Regulation S-K.
Additionally, pursuant to the NYSE American rules, any initial business combination must be approved by a majority of our independent
directors.
We may issue additional shares of common stock
or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business
combination, and any such issuances would dilute the interest of our stockholders and likely present other risks.