Item 1.A. Risk Factors. 6

Item 1.B. Unresolved Staff Comments. 40

Item 2. Properties. 40

Item 3. Legal Proceedings. 40

Item 4. Mine Safety Disclosures. 40

PART II. 41

Item 6. [Reserved]. 42

Item 7.A. Quantitative and Qualitative Disclosure About Market Risk 48

Item 8. Financial Statements and Supplementary Data F-1

Item 9.A. Controls and Procedures. 49

Item 9.B. Other Information. 49

Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. 49

PART III. 50

Item 10. Directors, Executive Officers and Corporate Governance. 50

Item 11. Executive Compensation. 58

Item 14. Principal Accounting Fees and Services. 61

PART IV. 62

Item 15. Exhibits, Financial Statement Schedules. 62

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This

Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes, without

limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements

constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”

“predict,” “project,” “should,” “will,” “would” and similar expressions may

identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The

forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning

future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those

that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)

or 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, the following risks, uncertainties and other

factors:

● our being a company with no operating history and no operating revenues;

● 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 Trust Account not being subject to claims of third parties;

● our financial performance; and

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.

PART

References

in this Annual Report on Form 10-K (this “Annual Report”) to “we,” “us,” “our” or the

“Company” are to Rosecliff Acquisition Corp I, a blank check company incorporated as a Delaware corporation. References to

our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company. References to our “initial stockholders”

refer to our Sponsor and each of our independent directors.

Item

1. Business.

Overview

Our

management team believes that recent years have brought a wide range of technical breakthroughs that have fundamentally shifted the frontiers

of possibility in the ways we live and work. Innovations as diverse as cloud and mobile computing, artificial intelligence, machine learning

and cybersecurity, catalyzed by corresponding hardware innovations, have unlocked accelerated cycles of change, radically impacting industries

and business models globally. We believe that the transformative effects of these innovations have reshaped both large and small industries

across the world. We also believe that because of the impact of COVID-19, there are attractive businesses that may have additional capital

needs over the next few years, which could further increase the pipeline of potential opportunities.

Our

objective is to generate attractive returns for stockholders by actively supporting the next-generation of exceptional public companies.

We expect to target companies with certain industry and business characteristics, including long term growth prospects, strong management

team, high barriers to entry, opportunities for consolidation, strong recurring revenues, sustainable operating margins and attractive

free cash flow characteristics.

are a blank check company incorporated in Delaware on November 17, 2020. The Company was 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

(the “Business Combination”). We are not limited to a particular industry or sector for purposes of consummating a Business

Combination. Our Sponsor is Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company.

Our

registration statement for our Initial Public Offering (the “Initial Public Offering”) was declared effective on February

11, 2021. On February 17, 2021, we consummated our Initial Public Offering of 25,300,000 units (the “Units” and, with respect

to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter

of its over-allotment option in the amount of 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000, and incurring

transaction costs of approximately $14,373,127, including approximately $8,855,000 in deferred underwriting fees.

Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 4,706,667 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant in a private placement

(the “Private Placement”) to the Sponsor generating gross proceeds of $7,060,000.

Following

the closing of our Initial Public Offering on February 17, 2021, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a Trust Account (the

“Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 of the Investment Company Act, which invest only in direct U.S. government treasury obligations,

as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution

of the funds held in the Trust Account, as described below

Our

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale

of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination. We must complete one or more initial Business Combinations with one or more operating businesses or assets that

together have a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding any deferred

underwriting commissions and taxes payable on the income earned on the Trust Account). We will only complete a 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 business sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional

issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt. We have not engaged in, and we will not

engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. All activity

for the period from November 17, 2020 (inception) through December 31, 2021 related to our formation and Initial Public Offering, and

subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We will not generate any operating

revenues until after the completion of its initial Business Combination, at the earliest. We will generate non-operating income in the

form of interest income from the proceeds derived from the Initial Public Offering. Based on our business activities, we are a “shell

company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations

and nominal assets consisting almost entirely of cash.

will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all

or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting

called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by us. The Public Stockholders will be entitled to redeem their

Public Shares for a pro rata portion of the amount then held in the Trust Account (initially $10.00 per Public Share, plus any pro

rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business

Combination with respect to the Company’s warrants. The per-share amount to be distributed to Public Stockholders who redeem their

Public Shares will not be reduced by the deferred underwriting commissions we pay to the underwriters of the Initial Public Offering.

will have until February 17, 2023 to complete a Business Combination (the “Combination Period”). If we have not completed

a Business Combination within the Combination 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 earned on the funds held in the Trust

Account and not previously released to pay taxes (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 liquidating distributions, if any), 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. There will be no redemption

rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to

complete a Business Combination within the Combination Period.

Termination

of the Previously Announced Business Combination Agreement

March 11, 2022, Rosecliff, GT Gettaxi Listco, GT Gettaxi Limited, GT Gettaxi SPV, GT Gettaxi Merger Sub 1, Gett Merger Sub, Inc., and

Dooboo Holding Limited, and Merger Sub entered into a Termination of the Business Combination Agreement pursuant to which the parties

mutually agreed to terminate the Business Combination Agreement, effective immediately. As per the Company’s Current Report on

Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 11, 2021, Rosecliff requested that

the Target’s management undertake a thorough analysis of its financial projections. Following the conclusion of that process, and

extensive mutual efforts to negotiate an appropriate valuation adjustment, both parties agreed to terminate the Business Combination

Agreement.

a result of the termination of the Business Combination Agreement, the Business Combination Agreement is of no further force and effect,

and certain transaction agreements entered into in connection with the Business Combination Agreement, including, but not limited to,

the Investors’ Rights Agreement, dated as of November 9, 2021 and to be effective as of the closing of the Business Combination,

by and among Rosecliff, a Delaware limited liability company, and certain holders, will either be terminated or no longer be effective,

as applicable, in accordance with their respective terms.

Rosecliff

intends to continue to pursue the consummation of a business combination with an appropriate target.

Effecting

a Business Combination

Our

Business Strategy

are focused on creating sustainable long-term value for our stockholders by identifying potential opportunities that can generate

outsized returns. We believe our exceptional network and deep ties across the technology ecosystem will create a competitive advantage

in sourcing attractive opportunities. We plan to identify and complete our initial Business Combination with a technology company that

complements the experience of our management team and can benefit from its operational expertise and deal sourcing network. We have identified

the following general criteria that we believe are important in evaluating prospective partner businesses for our initial Business Combination.

We intend to use the following criteria in evaluating acquisition opportunities, but we may decide to enter into our initial Business

Combination with a partner business that does not meet these criteria:

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 criteria as well as other considerations and factors that our management team may deem

relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above

criteria, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our

initial Business Combination, which would be in the form of proxy solicitation materials or tender offer documents, as applicable, that

we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass,

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections

of facilities, as well as reviewing financial and other information which will be made available to us.

are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, directors or officers,

or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, directors or officers.

Each

of the members of our Sponsor, our directors and officers will, directly or indirectly, own Founder 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, such 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 was included by a

target business as a condition to any agreement with respect to our initial Business Combination.

Past

experience or performance of Rosecliff Venture, or any of its funds, investments or portfolio companies, or our Sponsor, directors or

management team or their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute

a transaction or (2) success with respect to any Business Combination that we may consummate. You should not rely on the historical

record of Rosecliff Venture, or any of its funds, investments or portfolio companies, or our Sponsor, directors or management team or

their respective affiliates as indicative of future performance. See “Risk Factors — Past performance by Rosecliff Venture,

or any of its funds, investments or portfolio companies, or our Sponsor, directors or management team or their respective affiliates

may not be indicative of future performance of an investment in the Company.”

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 to

such entity subject to his or her fiduciary duties. As a result, 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 need to honor such fiduciary or contractual obligations to present such Business Combination opportunity to such entity, before

we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the

same. However, we do not expect these duties to materially affect our ability to complete our initial Business Combination. Our amended

and restated certificate of incorporation provides that we renounce our interest in any Business Combination 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 the Company and it is an opportunity that we are able to complete on a reasonable basis.

addition, our officers or directors may be investors, or have other direct or indirect interests, in a business with which we may enter

into a Business Combination agreement and/or in certain funds or other persons that purchased shares in our Initial Public Offering or

that may otherwise purchase shares of our Class A common stock in the public market.

Our

officers, directors and any of their respective affiliates may sponsor or form, or, in the case of individuals, serve as a director or

officer of, other blank check companies similar to ours during the period in which we are seeking an initial Business Combination. Any

such companies may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any such

potential conflicts would materially affect our ability to complete our initial Business Combination.

Rosecliff

Venture may become aware of a potential Business Combination opportunity that may be an attractive opportunity for our Company. However,

Rosecliff Venture is not under any obligation to source any potential opportunities for our initial Business Combination or refer any

such opportunities to our Company or provide any other services to our Company. Rosecliff Venture’s role with respect to our Company

is expected to be primarily passive and advisory in nature. Rosecliff Venture may have fiduciary and/or contractual duties to its investment

vehicles and to companies in which Rosecliff Venture has invested. As a result, Rosecliff Venture may have a duty to offer Business Combination

opportunities to certain Rosecliff Venture funds, other investment vehicles or other entities before other parties, including our Company.

Additionally, certain companies in which Rosecliff Venture has invested may enter into transactions with, provide goods or services to,

or receive goods or services from an entity with which we seek to complete our initial Business Combination. Transactions of these types

may present a conflict of interest because Rosecliff Venture may directly or indirectly receive a financial benefit as a result of such

transaction.

believe that any such potential conflicts of interest of Rosecliff Venture and our officers and directors will be naturally mitigated

by the differing nature of targets that Rosecliff Venture typically considers most attractive for its venture capital activities and

the types of initial Business Combination opportunities that we expect to be most attractive for our Company.

Our

directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts

of interest in allocating management time among various business activities, including identifying potential Business Combinations and

monitoring the related due diligence. See “Risk Factors — Certain of our directors and officers are now, and all of

them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us

and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

Initial

Business Combination

Nasdaq

listing rules require that our initial Business Combination must be with one or more operating businesses or assets with a fair market

value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable

on the income earned on the Trust Account). We refer to this as the 80% fair market value test. We do not currently intend to purchase

multiple businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that

will be the case.

anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Stockholders own

shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may,

however, structure our initial Business Combination such 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 or for other

reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the

issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under 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 our initial Business Combination may collectively

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

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

for all of the issued and outstanding capital stock, shares or other equity securities of a target business or issue a substantial number

of new shares to third-parties in connection with financing our initial Business Combination. 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 issued and 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 valued for purposes

of the 80% fair market value test. If our 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 target businesses. Notwithstanding the foregoing, if we are not then listed on

Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

Competition

expect to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing

for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience

in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check

companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are

sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous

target businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement

Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our

available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain

target businesses. Furthermore, in the event we seek stockholder approval of our initial Business Combination and we are obligated to

pay cash for our shares of Class A common stock, it will potentially reduce the resources available to us for our initial Business

Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination.

If we have not completed our initial Business Combination within the required time period, our Public Stockholders may receive only approximately

$10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

Human

Capital Management

currently have three officers and do not intend to have any full-time employees prior to the completion of our initial Business

Combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to

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 such person will devote in any time period will vary based on the status of the proposed Business Combination and, if

the proposed Business Combination, is not consummated whether a different target business has been selected for our initial Business

Combination and the current stage of the Business Combination process.

Item

1.A. Risk Factors.

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 Annual Report, including our financial statements and related notes, 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.

The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of,

or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition

and operating results.

Risks

Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination

Our

public stockholders may not be afforded an opportunity to vote on our proposed initial 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.

may not hold a stockholder vote to approve our initial Business Combination unless the Business Combination would require stockholder

approval under applicable law or stock exchange rules or if we decide to hold a stockholder vote for business or other reasons. For instance,

Nasdaq listing 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 issued and 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

issued and outstanding shares, we would seek stockholder approval of such Business Combination. However, except as required by applicable

law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed Business Combination or will

allow stockholders to sell their 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 issued and

outstanding shares of common stock do not approve of the Business Combination we consummate.

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 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 stockholders, directors

and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with

us, to vote their Founder Shares and any Public Shares held by them in favor of our initial Business Combination. As a result, in addition

to our initial stockholders’ Founder Shares, we would need 9,487,501, or 37.5% (assuming all issued and outstanding shares are

voted), or 1,581,251, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 25,300,000 Public

Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business

Combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with

respect to Public Shares acquired by them, if any. We expect that our initial stockholders and their permitted transferees will own at

least 20% of our issued and outstanding shares of common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder

approval of our initial Business Combination, it is more likely that the necessary stockholder approval will be received than would be

the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public stockholders.

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.

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 approval. 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.

may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not

be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the

deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with

a Business Combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial

Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming stockholders

will reflect our obligation to pay and the payment of the deferred underwriting commissions. 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 following such redemptions, or any

greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. Consequently,

if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater

amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business

Combination and may instead search for an alternate Business Combination (including, potentially, with the same target). Prospective

targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

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.

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, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted

for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the

purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust

Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted

for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the

Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances

or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most

desirable Business Combination available to us or optimize our capital structure.

The

ability of our public stockholders to exercise redemption rights with respect to a large number of our 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 shares.

our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful

increases. If our initial Business Combination is unsuccessful, you would not 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 shares in the open market;

however, at such time our shares 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 shares in the open market.

The

requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage

over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business

Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial

Business Combination on terms that would produce value for our stockholders.

Any

potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete

our initial Business Combination within 24 months from the closing of the Initial Public Offering. 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 end of 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. In

July 2021, the SEC charged a SPAC for misleading disclosures, which could have been corrected with more adequate due diligence, and obtained

substantial relief against the SPAC and its Sponsor. Although we will invest in due diligence efforts and commit management time and

resources to such efforts, there can be no assurance that our due diligence will unveil all potential issues with a target business and

that we or our Sponsor will not become subject to regulatory actions related to such efforts.

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, in which case our public stockholders may receive

only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our

amended and restated certificate of incorporation provides that we must complete our initial Business Combination within 24 months

from the closing of the Initial Public Offering. We may not be able to find a suitable target business and complete our initial Business

Combination within such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market

conditions, volatility in the equity and debt markets and the other risks described herein, including as a result of terrorist attacks,

natural disasters, global hostilities, or a significant outbreak of infectious diseases. For example, the coronavirus (“COVID-19”) pandemic

continues both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments,

it could limit our ability to complete our initial Business Combination, including as a result of increased market volatility, decreased

market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic

and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases)

may negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described

in this ‘‘Risk Factors’’ section, such as those related to the market for our securities and cross-border transactions.

we have not completed our initial Business Combination within such time period or during any Extension Period, we will: (1) cease

all operations except for the purpose of winding up; (2) 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes

payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve,

subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable

law. In such case, our public stockholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their

shares, and our warrants will expire worthless. Please see “— If third parties bring claims against us, the proceeds held

in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share”

and other risk factors herein.

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.

The

COVID-19 pandemic has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health

crisis and other events (such as terrorist attacks, or natural disasters) that have, and in the future could, adversely affect the economies

and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target

business with which we may consummate a Business Combination could be and may already have been, materially and adversely affected. Furthermore,

we may be unable to complete an initial Business Combination if concerns relating to COVID-19 or other events restrict travel, limit

the ability to have meetings with potential investors, limit the ability to conduct due diligence or limit the ability of a potential

target company’s personnel, vendors and services providers to negotiate and consummate a transaction in a timely manner. The extent

to which COVID-19 impacts our search for an initial Business Combination will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19 and its

variants and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other

events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for a prolonged

period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate

a Business Combination, may be materially adversely affected.

addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted

by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing

being unavailable on terms acceptable to us or at all.

Finally,

the COVID-19 pandemic or other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak

of other infectious diseases) may also have the effect of heightening many of the other risks described in this “Risk Factors”

section, such as those related to the market for our securities and cross-border transactions.

we seek stockholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates

may elect to purchase shares or warrants from public stockholders or warrant holders, which may influence a vote on a proposed Business

Combination and reduce the public “float” of our securities.

we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business

Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their respective affiliates may

purchase Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion

of our initial Business Combination.

Any

such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares

in connection with our initial Business Combination. Additionally, at any time at or prior to our initial Business Combination, subject

to applicable securities laws (including with respect to material non-public information), our Sponsor, directors, officers, advisors

or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire

Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, our

Sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and 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. The purpose of such purchases could be to vote such shares in favor of our initial Business Combination and thereby increase

the likelihood of obtaining stockholder approval of our initial Business Combination or to satisfy a closing condition in an agreement

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

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

the number of 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. This may result in the completion of our initial Business Combination that may not otherwise have

been possible.

addition, if such purchases are made, the public “float” of our securities 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.

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.

will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business

Combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable,

such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials,

as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe

the various procedures that must be complied with in order to validly tender or redeem Public Shares. For example, we may require our

public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street

name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer or proxy materials

documents mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the initial Business

Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event

that a stockholder fails to comply with these procedures, its shares may not be redeemed.

You

are not entitled to certain protections afforded to investors of some other blank check companies.

are exempt from certain rules promulgated by the SEC related to certain blank check companies, such as Rule 419. Accordingly, investors

are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete

our initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was 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.

we seek stockholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose

the ability to redeem all such shares in excess of 15% of our Class A common stock.

we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business

Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent.

However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against

our initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete

our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market

transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial

Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such

shares, would be required to sell your shares in open market transactions, potentially at a loss.

Because

of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete

our initial Business Combination. If we have not completed our initial Business Combination within the required time period, our public

stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and

our warrants will expire worthless.