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As confidentially submitted to the Securities and Exchange Commission on▲▲▲▲▲▲▲▲▲▲▲July [Š], 2021

This draft registration statement has not been publicly filed with the Securities and Exchange Commissionand all information herein remains strictly confidential.

Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1TO

FORM S-1REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

Merlin Acquisitions Corp. I(Exact name of registrant as specified in its charter)

Delaware 6770 86-3260726(State or other jurisdiction of

incorporation or organization)(Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification Number)

2535 West Coast HighwayNewport Beach, CA 92663Telephone: (949) 220-9470

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John R. FrenchChief Financial Officer

2535 West Coast HighwayNewport Beach, CA 92663Telephone: (949) 220-9470

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:Scott D. Miller

Alison S. ResslerSullivan & Cromwell LLP

1888 Century Park East, Suite 2100Los Angeles, California 90067

Tel: (310) 712-6600

Edward P. Bromley IIIAri Edelman

Reed Smith, LLP599 Lexington Ave.

New York, NY 10022Tel: (609) 987-0050

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check

the following box. ‘If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ‘If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ‘Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth

company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ‘ Accelerated filer ‘Non-accelerated filer È Smaller reporting company È

Emerging growth company ÈIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ‘

CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurity Being Registered

AmountBeing

Registered

ProposedMaximum

Offering Priceper Security(1)

ProposedMaximumAggregate

Offering Price(1)Amount of

Registration Fee

Units, each consisting of one share of Class A common stock, $0.0001 parvalue, and one-third of one redeemable warrant(2) . . . . . . . . . . . . . . . . . . 28,750,000 Units $10.00 $287,500,000 $31,366.25

Shares of Class A common stock included as part of the units(3) . . . . . . . . . 28,750,000 Shares — — —(4)

Redeemable warrants included as part of the units(3) . . . . . . . . . . . . . . . . . . 9,583,333 Warrants — — —(4)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $287,500,000 $31,366.25

(1) Estimated solely for the purpose of calculating the registration fee.(2) Includes 3,750,000 units, consisting of 3,750,000 shares of Class A common stock and 1,250,000 redeemable warrants, which may be issued upon exercise of a

45-day option granted to the underwriter to cover over-allotments, if any.(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock

splits, stock dividends or similar transactions.(4) No fee pursuant to Rule 457(g).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuantto said Section 8(a), may determine.

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.SUBJECT TO COMPLETION, DATED

▲▲▲▲▲▲▲JULY [Š], 2021.

PRELIMINARY PROSPECTUS

Merlin Acquisitions Corp. I$250,000,000

25,000,000 UnitsWe are a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected anyspecific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with anybusiness combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any stageof its corporate evolution or in any industry, we currently intend to concentrate our efforts on identifying technology and technology-enabled businesses thatcan benefit from our management team’s operational experience, strategic guidance and network of industry connections.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of Class A common stockand one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a priceof $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of ourinitial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial businesscombination or earlier upon redemption or our liquidation, as described herein. The underwriter has a 45-day option from the date of this prospectusto purchase up to 3,750,000 additional units to cover over-allotments, if any.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount described below as of two business days prior to the consummation of our initial business combination, including interest (less amountsreleased to us to pay our taxes) divided by the number of then outstanding shares of Class A common stock that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not completeour initial business combination within 24 months from the closing of this offering, we will redeem 100% of 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 amounts released to us to pay our taxesand up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law andcertain conditions as further described herein.

Our sponsor, Merlin Acquisitions Holdings I, LLC, has committed to purchase an aggregate of up to▲▲▲▲▲▲▲▲▲5,500,000 private placement warrants (or

up to▲▲▲▲▲▲▲▲▲6,000,000 warrants if the underwriter’s over-allotment option is exercised in full), each exercisable to purchase one share of Class A common

stock at $11.50 per share, at a price of $1.50 per warrant, or $▲▲▲▲▲▲▲▲▲8,250,000 in the aggregate (or $

▲▲▲▲▲▲▲▲▲9,000,000 if the underwriter’s over-allotment option is

exercised in full), in a private placement that will close simultaneously with the closing of this offering.Our

▲▲▲▲▲▲▲initial stockholders currently own

▲an aggregate of 7,187,500 shares of Class B common stock (up to 937,500 shares of which are subject to

forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised), which will automatically convert into shares ofClass A common stock at the time of the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-onebasis, subject to the adjustments described herein. Prior to our initial business combination, holders of a majority of the outstanding shares of ourClass B common stock will have the right to elect all of our directors and remove members of our board of directors for any reason. On any othermatter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together asa single class, except as required by applicable law or stock exchange rule.

Currently, there is no public market for our units, Class A common stock or warrants. We▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲have applied to list our units on

▲▲▲▲The Nasdaq Capital

Markets, or Nasdaq, under the symbol “▲▲MLNCU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be

approved for listing on▲▲▲▲Nasdaq. We expect the shares of Class A common stock and warrants comprising the units to begin separate trading on the

52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading,subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A commonstock and warrants will be listed on

▲▲▲▲Nasdaq under the symbols “

▲▲▲MLNC” and “

▲▲MLNCW,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reducedpublic company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors”beginning on page 34 for a discussion of information that should be considered in connection with an investment in oursecurities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Unit Total

Public offering price $ 10.00 $ 250,000,000Underwriting discounts and commissions(1) $ 0.55 $ 13,750,000Proceeds, before expenses, to us $ 9.45 $ 236,250,000(1) $0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriter’s over-allotment option is exercised in full), is payable upon the

closing of this offering. Includes $0.35 per unit, or $8,750,000 in the aggregate (or up to $10,062,500 in the aggregate if the underwriter’s over-allotment option is exercised in full) payable to the underwriter as deferred underwriting commissions to be placed in a trust account located inthe United States and released to the underwriter only upon the completion of an initial business combination. See also “Underwriting” for adescription of compensation and other items of value payable to the underwriter.Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $250,000,000, or

$287,500,000 if the underwriter’s over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account inthe United States with

▲▲▲▲Continental Stock Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and

commissions payable upon the closing of this offering (or $5,750,000 if the underwriter’s over-allotment option is exercised in full) and anaggregate of $3,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of thisoffering.

The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on orabout , 2021.

Citigroup, 2021.

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We are responsible for the information contained in this prospectus. We have not authorized anyoneto provide you with different information, and we take no responsibility for any other information othersmay give to you. We are not, and the underwriter is not, making an offer to sell securities in anyjurisdiction where the offer or sale is not permitted. You should not assume that the information containedin this prospectus is accurate as of any date other than the date on the front of this prospectus.

Table of Contents

Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31SUMMARY FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . 76USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86PROPOSED BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119PRINCIPAL STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . 132DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135U.S. FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

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SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As thisis a summary, it does not contain all of the information that you should consider in making an investmentdecision. You should read this entire prospectus carefully, including the information under “Risk Factors” andour financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “amended and restated certificate of incorporation” are to the amended and restated certificate ofincorporation that the company will adopt prior to the consummation of this offering;

• “we,” “us,” “our,” “company” or “our company” are to Merlin Acquisitions Corp. I, a Delawarecorporation;

• “common stock” are to our Class A common stock and our Class B common stock;

• “DGCL” are to the Delaware General Corporation Law as the same may be amended from time to time;

• “directors” are to our directors and director nominees;

• “founder shares” are to shares of Class B common stock initially purchased by our sponsor in a privateplacement prior to this offering and the shares of Class A common stock that will be issued upon theautomatic conversion of the shares of Class B common stock at the time of our initial businesscombination, or earlier at the option of the holder, as described herein;

• “initial stockholders” are to holders of our founder shares prior to this offering;

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

• “public shares” are to shares of Class A common stock sold as part of the units in this offering (whetherthey are purchased in this offering or thereafter in the open market);

• “public stockholders” are to the holders of our public shares, including our sponsor and management teamto the extent our sponsor and/or members of our management team purchase public shares, provided thatour sponsor’s and each member of our management team’s status as a “public stockholder” will only existwith respect to such public shares;

• “private placement warrants” are to the warrants issued to our sponsor in a private placementsimultaneously with the closing of this offering; and

• “sponsor” are to Merlin Acquisitions Holdings I, LLC, a Delaware limited liability company.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will notexercise its over-allotment option.

General

We are a newly organized blank check company formed as a Delaware corporation for the purpose ofeffecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses, which we refer to as our initial business combination. To date, ourefforts have been limited to organizational activities and activities related to this offering. We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, engaged in anysubstantive discussions, directly or indirectly, with any business combination target with respect to an initialbusiness combination with us.

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While we may pursue an initial business combination target in any stage of its corporate evolution or in anyindustry, we currently intend to focus on identifying businesses that can benefit from our management team’soperational experience, strategic guidance and network of industry connections. Our intention is to capitalize onthe ability of our management team to identify, acquire and provide guidance to a technology or technology-enabled business, with a particular focus on datacenter infrastructure, enterprise software, e-commerce,consumer/retail, and specialized industry sectors, including technology and technology-enabled sectors that mayprovide opportunities to unlock the value of a private company or a carve-out business and to achieve attractiverisk-adjusted returns for our stockholders.

Our Management Team, Sponsor

Our management team is led by Robert Miller, our Chairperson, Manouch Moshayedi and James Peterson,our Co-Chief Executive Officers, Jeffrey Brown, our President and Chief Operating Officer, and John French,our Chief Financial Officer. In addition to our experienced and highly qualified management team, we expect tohave the support and guidance of the members of the board of managers of our sponsor, which includes some ofthe aforementioned members of our management team as well as Frederick Goerner. We believe ourmanagement team is well positioned to identify and evaluate businesses within the technology and technology-enabled sectors that would benefit from its diverse operational experiences and network of industry connections.Our management team has a demonstrated track record of leading growing companies and creating shareholdervalue from their current and prior management positions. We believe that this track record coupled with theirbroad network will lead to a successful partnership with a target in an initial business combination.

Robert Miller, our Chairperson

Mr. Miller is the Chairperson of our board of directors and a member of the board of managers of oursponsor. He is currently the Chairman Emeritus of Albertsons Companies, Inc., a North American grocerycompany comprised of over 2,200 ACME, Albertsons, Carrs, Jewel-Osco, Pavilions, Safeway, Shaw’s, StarMarket, United Supermarket and Vons stores. Mr. Miller began his career at Albertsons Inc., and over 30 yearsworked his way up from Store Manager to Executive Vice President of Retail Operations. He left Albertsons Inc.to join Fred Meyer where he served as Chairman and CEO from 1991 to 1999, culminating in its merger with theKroger Company, upon which he was appointed Vice Chairman and Chief Operating Officer following thetransaction close in May 1999. In December 1999, Mr. Miller was hired as Chairman and CEO of Rite AidCorporation, the country’s third largest drugstore chain, where, over the next three and a half years, he led thesuccessful turnaround of the nearly-bankrupt company. He continued to serve as Chairman of Rite Aid until June2007 and as a Director until 2011. Concurrently, Mr. Miller was Chairman of the Board of Wild Oats Marketsbased in Boulder, Colorado from December 2004 through 2006. In 2006, Mr. Miller returned to lead the newly-formed Albertsons LLC as CEO following the divestiture of certain of Albertsons Inc.’s assets. In 2013, theAlbertsons LLC, which had 192 stores total, acquired 877 stores from SuperValu, Inc., and later that year, added51 stores from Lubbock-based United Supermarkets. In January 2015, AB Acquisition, the parent company ofAlbertsons LLC, backed by a private equity-led investor group, completed a merger with Safeway, doubling thesize of the company. The Albertsons-Safeway merger created a diversified network of more than 2,200 grocerystores, over 1,600 pharmacies, 35 distribution centers, 19 manufacturing plants, and more than 250,000employees across the country. Mr. Miller currently serves on the Board of Directors of the Jim Pattison Group,the second largest private Canadian company, with operating divisions that span the automotive, advertising,agricultural equipment, food and beverage and other industries and has previously served on the boards ofHarrah’s Entertainment, Inc. and Nordstrom, Inc.

Manouch Moshayedi, our Co-Chief Executive Officer and Director

Mr. Moshayedi is our Co-Chief Executive Officer, a director on our board of directors and a member of theboard of managers of our sponsor. He is currently the CEO of MX3 Ventures, an investment company based in

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Newport Beach, California, which he founded in 2013 and has served as its CEO since inception. MX3 Venturesinvests in private companies, real estate development projects, and undervalued stabilized properties throughoutCalifornia. Under Mr. Moshayedi’s leadership, MX3 Ventures has made several investments in startups andmultiple real estate projects. Mr. Moshayedi was previously a Founder, Chief Executive Officer and Board Chairof STEC, Inc., a company he started in 1990, took public in 2000 and guided through multiple transitions until2012. Mr. Moshayedi remained one of STEC’s largest shareholders when the company was ultimately sold toWestern Digital Corp. in 2013. Mr. Moshayedi’s distinguished career as a senior executive, including his 22-yeartenure at STEC, provides the management team with demonstrated leadership capabilities and expertise inmanagement, operations and finance. The strengths and benefits of Mr. Moshayedi’s leadership were reflected inSTEC’s transformation into a leading provider of enterprise-class Flash solid-state drives (“SSDs”). WhenMr. Moshayedi founded STEC, the company was a small commodity computer memory company in Santa Ana.Under Mr. Moshayedi’s leadership, STEC grew into a global engineering and manufacturing company,becoming a leading provider of advanced enterprise SSDs, with locations worldwide, including California,Malaysia, Taiwan, Japan, China, India, the United Kingdom, Austria, Germany and Italy.

James Peterson, our Co-Chief Executive Officer

Mr. Peterson is our Co-Chief Executive Officer and a member of the board of managers of our sponsor.Mr. Peterson is currently the president and founder of Peterson Capital Group Inc., an investment vehicle helaunched in 2018, as well as the Chairman of Mobix Labs, Inc., a 5G semiconductor start-up and a director ofCosemi Technologies, Inc., an optical connectivity company. He was previously the Board Chair and ChiefExecutive Officer of Microsemi Corporation, a provider of semiconductor and system solutions, from November2013 until its acquisition by Microchip Technology Incorporated in 2018 and had previously served asMicrosemi Corporation’s President and Chief Executive Officer from 2000 to November 2013. During his tenureat Microsemi, he executed over 25 mergers and acquisitions transactions. Prior to this, he served as President ofLinFinity Microelectronics, Inc., a manufacturer of linear and mixed signal integrated circuits, from 1997 to 1999and as its Vice President of Sales from 1996 to 1997. Microsemi Corporation acquired LinFinityMicroelectronics, Inc. in 1999. Prior to joining LinFinity Microelectronics, Inc., Mr. Peterson served as SeniorVice President of Sales of Texas Instruments from 1984 to 1996.

Jeffrey Brown, our President and Chief Operating Officer

Mr. Brown is our President and Chief Operating Officer and a member of the board of managers of oursponsor. He is currently the Chief Executive Officer and founding member of Brown Equity Partners, LLC,which has provided capital to management teams and companies since its formation in 2007. Mr. Brown’sventure capital and private equity career spans 34 years, including positions with Hughes Aircraft Company,Morgan Stanley & Company, Security Pacific Capital Corporation and Bank of America Corporation and asfounding partner of Forrest Binkley & Brown. Since 2019, Mr. Brown has also served as the Chairman of theBoard of Rent-A-Center, Inc., an industry leading omni-channel lease-to-own provider, where he has also servedas Chairman of the Audit & Risk committee since 2017. Since June 2015, Mr. Brown has served as the LeadDirector of Medifast, Inc., where he also serves as Chairman of the Audit Committee and is a member of theExecutive Committee. Mr. Brown previously served as a director of

▲▲▲▲▲▲▲▲over 50

▲▲▲public and private companies,

including Cadiz, Inc., Outerwall Inc., Midatech Pharma PLC, Nordion, Inc. and Stamps.com Inc.

John French, our Chief Financial Officer

Mr. French is our Chief Financial Officer. He is currently the Managing Principal of French AssetManagement, Inc. After 37 years serving public and private clients, Mr. French retired from Ernst & Young LLPin June 2019 as a Senior Assurance Partner. Prior to being a partner at Ernst & Young LLP, Mr. French was anAssurance Partner at Kenneth Leventhal & Company, which was acquired by Ernst & Young LLP in 1995.

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Mr. French currently serves as an independent and non-executive director of KBS US Prime PropertyManagement Pte. Ltd., the Manager of Prime US REIT, a publicly-traded real estate investment trust and iscurrently on the advisory board of CapRock Partners, a privately-held investment sponsor. Mr. French previouslyserved on the Executive Board of University of California at Irvine (UCI) Paul Merage School of BusinessCenter for Real Estate and the Policy Advisory Board of the Fisher Center for Real Estate and Urban Economicsat the University of California at Berkeley. Mr. French is a Certified Public Accountant in California andNevada.

Frederick “Rick” Goerner

Mr. Goerner is a member of the board of managers of our sponsor. He retired from Microsemi Corporationin 2018, following its acquisition by Microchip Technology Incorporated. At Microsemi, Mr. Goerner served asExecutive Vice President of Marketing and Worldwide Sales and was active in integrating most of the firm’smore than 20 acquisitions after joining Microsemi in 2011. Prior to his tenure at Microsemi, Mr. Goerner wasSenior Vice President of Marketing/Sales and Business Development at Quartics Inc., a video processing start-upin Orange County California. Prior to that, Mr. Goerner served as President and CEO of Patriot ScientificCorporation, a microprocessor IP licensing and secure data sharing software provider. Mr. Goerner has heldvarious executive management positions with a number of high tech semiconductor organizations, includingOxford Semiconductor/TransDimension Inc., Texas Instruments Inc., TDK Corporation in Japan and SiliconSystems Inc. Mr. Goerner also spent eight years in Silicon Valley holding senior marketing positions at TeledyneSemiconductor and Philips Semiconductors/Signetics. Recently, Mr. Goerner has been active in the OrangeCounty technology sector, investing in and serving as a founding board member of Mobix Labs, Inc., andchairing its advisory board while also serving as an advisory board member at Syntiant Corporation, an advancedvoice recognition and machine learning semiconductor start-up. Mr. Goerner also served as an advisor in therecent acquisition of specialty electronics distributor SemiDice by Micross Inc.

The past experience or performance of our management team and their respective affiliates is not aguarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect toany business combination that we may consummate. You should not rely on the historical record of ourmanagement team or their respective affiliates, or businesses associated with them, as indicative of futureperformance. Our management team and their respective affiliates, or businesses associated with them, have beeninvolved in investments in a number of companies, not all of which have achieved positive performance levels.See “Risk Factors—Past performance by our management team or their respective affiliates may not beindicative of future performance of an investment in us.” For a complete list of our executive officers and entitiesfor which a conflict of interest may or does exist between such officers and the company, refer to“Management—Conflicts of Interest.” In addition to the above, our officers and directors are not required tocommit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocatingmanagement time among various business activities, including identifying potential business combinations.

Business Strategy and Competitive Advantages

Our business strategy is to identify and complete a business combination with a company in the technologyor technology-enabled sectors that can benefit from our deep operational experience. Our management team hasa proven track record as operators, executives, investors, and board members and we intend to seek initialbusiness combination targets where we believe our experience can add value. As such, we plan to focus ourefforts on high-growth and differentiated opportunities where we feel we are well-situated to support the businessafter completion of the initial business combination. Our management team has the following competitiveadvantages to help enable us to successfully execute a business combination:

• Our management team has guided a variety of successful companies throughout their careers—Ourmanagement team has successfully led, operated and invested in a wide range of public and private

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companies with different business models, in diverse industries, and across lifecycle stages. Members ofour management team have served as founders, board chairs, CEOs, lead directors, board members orsignificant investors in many companies including Albertsons, Caesars Entertainment, Kroger, Medifast,Microsemi, Nordstrom, Stamps.com, and STEC.

• Our management team are builders and operators at heart—Our management team has experience helpingyoung companies scale and large, mature businesses continue to grow. We pride ourselves in having amanagement team that has helped build multi-billion dollar businesses both organically and throughacquisitions. We intend to look for businesses that we believe will benefit from our management team’soperational and transactional experience and are committed to providing guidance and support to growpartner companies.

• Our management team has guided companies through transformational change and has been deeplyinvolved in the strategic and operational aspects of businesses—We believe our management team’sexperience in founding, investing, operating, and guiding successful businesses can help to create value intarget companies. Our management team’s strategic and operational expertise includes the execution ofmergers and acquisitions, capital raising, the optimization of capital structures, the expansion ofgeographic and end markets, the development of products, the hiring and mentoring of key seniormanagement, the acquisition of new customers, and the management of supply chains and globaloperations.

• Extensive public company experience—Our management team has served as executives and boardmembers at publicly traded companies and has deep experience interacting with investors, equity analysts,and the media. Our management team also has a deep understanding of capital markets and strategicmergers and acquisitions, which we believe is important to structure, finance and execute a successfulbusiness combination transaction as well as supporting future company growth.

Over the course of extensive careers, our management team has developed a broad and diverse network ofrelationships and extensive investment and operating experience across the technology and technology-enabledspectrum, including datacenter infrastructure, enterprise software, e-commerce, consumer/retail, manufacturing,and other specialized industry sectors. This experience and deep network of business contacts gained throughdecades of operational experience, personal investments and relationships in the venture capital, private equity,entrepreneurial and academic communities will be helpful in sourcing and identifying a wide range of attractivebusiness combination opportunities. Following the completion of this offering, we plan to utilize ourmanagement team’s network and industry experience to begin the process of pursuing and reviewing potentialopportunities that meet our business combination criteria.

Value Creation

Our management team has a proven track record of creating shareholder value. Examples of this include:

• Transformative Transactions—Members of our management team have successfully led capital marketsand merger and acquisition strategies, including initial public offerings, the sales of businesses andstrategic acquisitions. These transactions enabled the respective companies to grow by raising capital,realizing revenue and cost synergies in merger and acquisitions, and/or unlocking shareholder value in asale of the company. We expect to provide strategic expertise to help grow our initial businesscombination target and maximize value for our stockholders.

• Long-Term Operating Partnership—Members of our management team have decades of leadershipexperience in their respective industries. In a number of instances, they have led their respectivecompanies over many years, providing a steady presence to implement long-term strategic plans, recruittop talent, and drive operational improvements to grow their respective companies. Our initial businesscombination target can expect the same long-term commitment.

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• Strategic Mergers and Acquisitions—Members of our management team have successfully executedmerger and acquisitions to drive scale and grow market share, enter new markets and geographies, andacquire new talent, technology, products, and customers. We expect to work with our initial businesscombination target to opportunistically incorporate mergers and acquisitions to accelerate growth andcreate shareholder value.

We believe our management team’s track record of strategic and operational success, as well as our abilityto support our initial business combination target, will make us a partner of choice for leading businesses.Following our initial business combination, we expect to collaborate with the management of our initial businesscombination target on relevant initiatives, including, navigating the public markets, mergers and acquisitions,growth and expansion opportunities, capital allocation decisions, talent acquisition, and broadening their networkof potential partners and customers.

Sourcing of Potential Acquisitions

We believe that the network of contacts and relationships of our management team will provide us with animportant source of acquisition opportunities. In addition to any potential business candidates we may identify onour own, we anticipate that other target business candidates will be brought to our attention from variousunaffiliated sources, including investment market participants, venture capital investors, investment banks,private equity firms, consultants, accounting firms and large business enterprises seeking to divest non-coreassets or divisions. In evaluating a prospective target business, we expect to conduct a thorough due diligencereview which will encompass, among other things, meetings with management and employees, diligence from acustomer and product standpoint, as well as a review of financial, operational, legal and other information madeavailable to us.

The time required to select and evaluate a target business and to structure and complete our initial businesscombination, as well as the costs associated with this process, are not currently ascertainable with any degree ofcertainty. Any costs incurred with respect to the identification and evaluation of a prospective target businesswith which we do not ultimately complete our initial business combination will result in our incurring losses andwill reduce the funds we can use to complete another business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated withour sponsor, officers or directors, or completing the business combination through a joint venture or other formof shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial businesscombination with a target that is affiliated with our executive officers or directors, including our sponsor, we, ora committee of independent directors, would obtain an opinion from an independent investment banking firm ora valuation or appraisal firm, that such initial business combination is fair to our company from a financial pointof view.

Members of our management team may directly or indirectly own founder shares and/or private placementwarrants following this offering and, accordingly, may have a conflict of interest in determining whether aparticular target business is an appropriate business with which to effectuate our initial business combination.Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers and directors was included by a targetbusiness as a condition to any agreement with respect to our initial business combination.

Certain of our officers and directors presently have, and any of them in the future may have, additionalfiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will berequired to present a business combination opportunity to such entity. No members of our management team

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have any obligation to present us with any opportunity for a potential business combination of which theybecome aware, unless presented to such member solely in his or her capacity as a director or officer of thecompany. Our management may be required to present potential business combinations to other entities, beforethey present such opportunities to the company. Conflicts with our business and interests are most likely to arisefrom our management’s involvement in activities related to (1) the timing and terms of any proposed businesscombination, and (2) compensation to our management. Our amended and restated certificate of incorporationwill provide that we renounce our interest in any corporate opportunity offered to any director or officer unlesssuch opportunity is expressly offered to such person solely in his or her capacity as our director or officer andsuch opportunity is one we are legally and contractually permitted to undertake and would otherwise bereasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to uswithout violating another legal obligation.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines thatwe believe are important in evaluating prospective target businesses. We will use these criteria and guidelines inevaluating acquisition opportunities, but we may decide to enter into our initial business combination with atarget business that does not meet these criteria and guidelines.

We intend to acquire one or more businesses that we believe:

• are growth-oriented, market-leading companies within their industries;

• have a durable market position, with barriers to entry and differentiated talent, skills, and capabilities tomaintain distinct competitive advantages;

• would benefit from our management’s network or expertise such as additional management expertise,capital structure optimization, acquisition advice or operational changes to drive improved financialperformance;

• are fundamentally sound acquisition opportunities that are underperforming their potential;

• have unrecognized value or other characteristics, potential for desirable returns on capital and a need forcapital to achieve the company’s growth strategy, that we believe have been misevaluated by themarketplace based on our analysis and due diligence review;

• will offer an attractive risk-adjusted return for our stockholders, potential upside from growth in the targetbusiness and an improved capital structure that will be weighed against any identified downside risks; and

• can benefit from being publicly traded, are prepared to be a publicly traded company and can utilizeaccess to broader capital markets.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of aparticular initial business combination may be based, to the extent relevant, on these general criteria andguidelines as well as other considerations, factors, criteria and guidelines that our management may deemrelevant. In the event that we decide to enter into our initial business combination with a target business that doesnot meet the above criteria and guidelines, we will disclose that the target business does not meet the abovecriteria and guidelines in our stockholder communications related to our initial business combination, which, asdiscussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials thatwe would file with the SEC.

In addition to any potential business candidates we may identify on our own, we anticipate that other targetbusiness candidates will be brought to our attention from various unaffiliated sources, including investment

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market participants, venture capital investors, investment banks, private equity firms, consultants, accountingfirms and large business enterprises seeking to divest non-core assets or divisions.

Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fairmarket value of at least 80% of the value of the assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the trust account) at the time of oursigning a definitive agreement in connection with our initial business combination and that any such businesscombination be approved by a majority of our independent directors. Our board of directors will make thedetermination as to the fair market value of our initial business combination. If our board of directors is not ableto independently determine the fair market value of our initial business combination, we will obtain an opinionfrom an independent investment banking firm or a valuation or appraisal firm with respect to the satisfaction ofsuch criteria. While we consider it unlikely that our board of directors will not be able to make an independentdetermination of the fair market value of our initial business combination, it may be unable to do so if it is lessfamiliar or experienced with the business of a particular target or if there is a significant amount of uncertainty asto the value of the target’s business, assets or prospects.

We anticipate structuring our initial business combination so that the post-transaction company in which ourpublic stockholders own shares will own or acquire 100% of the equity interests or assets of the target businessor businesses. We may, however, structure our initial business combination such that the post-transactioncompany owns or acquires less than 100% of such interests or assets of the target business in order to meetcertain objectives of the target management team or stockholders or for other reasons. However, we will onlycomplete such business combination if the post-transaction company owns or acquires 50% or more of theoutstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for itnot to be required to register as an investment company under the Investment Company Act of 1940, as amended(the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of thevoting securities of the target, our stockholders prior to the business combination may collectively own aminority interest in the post-transaction company, depending on valuations ascribed to the target and us in thebusiness combination transaction. For example, we could pursue a transaction in which we issue a substantialnumber of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of atarget. In this case, we would acquire a 100% controlling interest in the target. However, as a result of theissuance of a substantial number of new shares, our stockholders immediately prior to our initial businesscombination could own less than a majority of our outstanding shares subsequent to our initial businesscombination. If less than 100% of the equity interests or assets of a target business or businesses are owned oracquired by the post-transaction company, the portion of such business or businesses that is owned or acquired iswhat will be taken into account for purposes of the 80% of net assets test described above. If the businesscombination involves more than one target business, the 80% of net assets test will be based on the aggregatevalue of all of the target businesses.

On or about the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC tovoluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). As a result, we will be subject to the rules and regulations promulgated under the ExchangeAct. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under theExchange Act prior or subsequent to the consummation of our initial business combination.

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Corporate Information

Our executive offices are located at 2535 West Coast Highway, Newport Beach, California 92663, and ourtelephone number is (949) 220-9470.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, asamended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBSAct”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements thatare applicable to other public companies that are not “emerging growth companies” including, but not limited to,not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Actof 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in ourperiodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisoryvote on executive compensation and stockholder approval of any golden parachute payments not previouslyapproved. If some investors find our securities less attractive as a result, there may be a less active trading marketfor our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can takeadvantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complyingwith new or revised accounting standards. In other words, an “emerging growth company” can delay theadoption of certain accounting standards until those standards would otherwise apply to private companies. Weintend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year(a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the priorJune 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securitiesduring the prior three-year period. References herein to “emerging growth company” have the meaningassociated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smallerreporting companies may take advantage of certain reduced disclosure obligations, including, among otherthings, providing only two years of audited financial statements. We will remain a smaller reporting companyuntil the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliatesequals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded$100 million during such completed fiscal year and the market value of our common stock held by non-affiliatesequals or exceeds $700 million as of the prior June 30.

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The Offering

In making your decision on whether to invest in our securities, you should take into account not only thebackgrounds of the members of our management team, but also the special risks we face as a blank checkcompany and the fact that this offering is not being conducted in compliance with Rule 419 promulgated underthe Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank checkofferings. You should carefully consider these and the other risks set forth in the section below entitled “RiskFactors” of this prospectus.

Securities offered . . . . . . . . . . . . . . . . . . . 25,000,000 units (up to 28,750,000 units if the underwriter’s over-allotment option is exercised in full), at $10.00 per unit, each unitconsisting of:

• one share of Class A common stock; and

• one-third of one redeemable warrant.

Proposed▲▲▲▲Nasdaq symbols . . . . . . . . . . . . Units: “

▲▲▲MLNCU”

Class A common stock: “▲▲▲MLNC”

Warrants: “▲▲▲MLNCW”

Trading commencement and separationof shares of Class A common stockand warrants . . . . . . . . . . . . . . . . . . . . The units are expected to begin trading on or promptly after the date

of this prospectus. The shares of Class A common stock and warrantscomprising the units will begin separate trading on the 52nd dayfollowing the date of this prospectus unless Citigroup Global MarketsInc. informs us of its decision to allow earlier separate trading, subjectto our having filed the Current Report on Form 8-K described belowand having issued a press release announcing when such separatetrading will begin. Once the shares of Class A common stock andwarrants commence separate trading, holders will have the option tocontinue to hold units or separate their units into the componentsecurities. Holders will need to have their brokers contact our transferagent in order to separate the units into shares of Class A commonstock and warrants. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade.Accordingly, unless you purchase at least three units, you will not beable to receive or trade a whole warrant.

Separate trading of the Class A commonstock and warrants is prohibited untilwe have filed a Current Report onForm 8-K . . . . . . . . . . . . . . . . . . . . . . . In no event will the Class A common stock and warrants be traded

separately until we have filed with the SEC a Current Report onForm 8-K which includes an audited balance sheet reflecting ourreceipt of the gross proceeds at the closing of this offering. We willfile the Current Report on Form 8-K promptly after the closing of thisoffering, which closing is anticipated to take place three business days

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from the date of this prospectus. If the underwriter’s over-allotmentoption is exercised following the initial filing of such Current Reporton Form 8-K, a second or amended Current Report on Form 8-K willbe filed to provide updated financial information to reflect theexercise of the underwriter’s over-allotment option.

Units:

Number outstanding before thisoffering . . . . . . . . . . . . . . . . . . . . . . . . 0

Number outstanding after thisoffering . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000(1)

Common Stock:

Number issued and outstanding beforethis offering . . . . . . . . . . . . . . . . . . . . . 7,187,500(2)(3)

Number issued and outstanding after thisoffering . . . . . . . . . . . . . . . . . . . . . . . . 31,250,000(1)(3)(4)

Warrants:

Number of private placement warrants tobe sold in a private placementsimultaneously with this offering . . . .

▲▲▲▲▲▲▲▲▲5,500,000(1)

Number of warrants to be outstandingafter this offering and the sale ofprivate placement warrants . . . . . . . . .

▲▲▲▲▲▲▲▲▲▲13,833,333(1)

Exercisability . . . . . . . . . . . . . . . . . . . . . . Each whole warrant offered in this offering is exercisable to purchaseone share of Class A common stock. Only whole warrants areexercisable. No fractional warrants will be issued upon separation ofthe units and only whole warrants will trade.

We structured each unit to contain one-third of one warrant, with eachwhole warrant exercisable for one share of Class A common stock, ascompared to units issued by some other similar special purposeacquisition companies which contain whole warrants exercisable for

(1) Assumes no exercise of the underwriter’s over-allotment option and the forfeiture of 937,500 founder sharesby our sponsor for no consideration.

(2) Includes up to 937,500 founder shares that will be forfeited by our sponsor depending on the extent to whichthe underwriter’s over-allotment option is exercised.

(3) Founder shares currently include 7,187,500 shares of Class B common stock, which shares willautomatically convert into shares of Class A common stock at the time of the consummation of our initialbusiness combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment asdescribed below adjacent to the caption “Founder shares conversion and anti-dilution rights.”

(4) Includes 25,000,000 public shares and 6,250,000 founder shares.

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one whole share, in order to reduce the dilutive effect of the warrantsupon completion of a business combination as compared to units thateach contain a whole warrant to purchase one whole share, thusmaking us, we believe, a more attractive business combination partnerfor target businesses.

Exercise price . . . . . . . . . . . . . . . . . . . . . $11.50 per share, subject to adjustments as described herein.

In addition, if (x) we issue additional shares of Class A common stockor equity-linked securities for capital raising purposes in connectionwith the closing of our initial business combination at an issue priceor effective issue price of less than $9.20 per share of Class Acommon stock (with such issue price or effective issue price, whichwe refer to as the “Newly Issued Price,” to be determined in goodfaith by our board of directors and, in the case of any such issuance toour

▲▲▲▲▲▲▲initial stockholders or

▲▲▲their affiliates, without taking into account

any founder shares held by our▲▲▲▲▲▲▲initial stockholders or such affiliates,

as applicable, prior to such issuance including any transfer orreissuance of such shares), (y) the aggregate gross proceeds from suchissuances represent more than 60% of the total equity proceeds, andinterest thereon, available for the funding of our initial businesscombination on the date of the consummation of our initial businesscombination (net of redemptions), and (z) the volume weightedaverage trading price of our Class A common stock during the 10trading day period starting on the trading day prior to the day onwhich we consummate our initial business combination (such price,the “Market Value”) is below $9.20 per share, then the exercise priceof the warrants will be adjusted (to the nearest cent) to be equal to115% of the higher of the Market Value and the Newly Issued Price,the $18.00 per share redemption trigger price will be adjusted (to thenearest cent) to be equal to 180% of the higher of the Market Valueand the Newly Issued Price (see “—Redemption of warrants when theprice per share of Class A common stock equals or exceeds $18.00”and “—Redemption of warrants when the price per share of Class Acommon stock equals or exceeds $10.00”), and the $10.00 per shareredemption trigger price will be adjusted (to the nearest cent) to beequal to the higher of the Market Value and the Newly Issued Price(see “—Redemption of warrants when the price per share of Class Acommon stock equals or exceeds $10.00”).

Exercise period . . . . . . . . . . . . . . . . . . . . The warrants will become exercisable on the later of:

• 30 days after the completion of our initial business combination,and

• 12 months from the closing of this offering;

provided in each case that we have an effective registration statementunder the Securities Act covering the shares of Class A commonstock issuable upon exercise of the warrants and a current prospectusrelating to them is available and such shares are registered, qualified

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or exempt from registration under the securities, or blue sky, laws ofthe state of residence of the holder (or we permit holders to exercisetheir warrants on a cashless basis under the circumstances specified inthe warrant agreement, including as a result of a notice of redemption,see “—Redemption of warrants when the price per share of Class Acommon stock equals or exceeds $10.00”). If and when the warrantsbecome redeemable by us, we may exercise our redemption righteven if we are unable to register or qualify the underlying securitiesfor sale under all applicable state securities laws.

We are not registering the shares of Class A common stock issuableupon exercise of the warrants at this time. However, we have agreedthat as soon as practicable, but in no event later than 15 business daysafter the closing of our initial business combination, we will use ourcommercially reasonable efforts to file with the SEC and maintain ineffect a registration statement covering the shares of Class A commonstock issuable upon exercise of the warrants and to maintain a currentprospectus relating to those shares of Class A common stock until thewarrants expire or are redeemed, as specified in the warrantagreement. If a registration statement covering the Class A commonstock issuable upon exercise of the warrants is not effective by the60th business day after the closing of our initial businesscombination, warrant holders may, until such time as there is aneffective registration statement and during any period when we willhave failed to maintain an effective registration statement, exercisewarrants on a “cashless basis” in accordance with Section 3(a)(9) ofthe Securities Act or another exemption.

Notwithstanding the above, if our shares of Class A common stockare at the time of any exercise of a warrant not listed on a nationalsecurities exchange such that they satisfy the definition of a “coveredsecurity” under Section 18(b)(1) of the Securities Act, we may, at ouroption, require holders of public warrants who exercise their warrantsto do so on a “cashless basis” in accordance with Section 3(a)(9) ofthe Securities Act and, in the event we so elect, we will not berequired to file or maintain in effect a registration statement, and inthe event we do not so elect, we will use our commercially reasonableefforts to register or qualify the shares under applicable blue sky lawsto the extent an exemption is not available.

The warrants will expire at 5:00 p.m., New York City time, five yearsafter the completion of our initial business combination or earlierupon redemption or liquidation. On the exercise of any warrant, thewarrant exercise price will be paid directly to us and not placed in thetrust account.

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Redemption of warrants when the priceper share of Class A common stockequals or exceeds $18.00 . . . . . . . . . . . Once the warrants become exercisable, we may call the warrants for

redemption (except as described herein with respect to the privateplacement warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption toeach warrant holder, which we refer to as the 30-day redemptionperiod; and

• if, and only if, the last reported sale price (the “closing price”) ofour Class A common stock equals or exceeds $18.00 per share (asadjusted for stock splits, stock capitalizations, reorganizations,recapitalizations and the like) for any 20 trading days within a30-trading day period ending on the third trading day prior to thedate on which we send the notice of redemption to the warrantholders.

We will not redeem the warrants as described above unless aregistration statement under the Securities Act covering the Class Acommon stock issuable upon exercise of the warrants is then effectiveand a current prospectus relating to those shares of Class A commonstock is available throughout the 30-day redemption period. If andwhen the warrants become redeemable by us, we may exercise ourredemption right even if we are unable to register or qualify theunderlying securities for sale under all applicable state securitieslaws.

Except as set forth below, none of the private placement warrants willbe redeemable by us so long as they are held by the initial purchasersof the private placement warrants or their permitted transferees.

Redemption of warrants when the priceper share of Class A common stockequals or exceeds $10.00 . . . . . . . . . . . Once the warrants become exercisable, we may call the warrants for

redemption:


• at $0.10 per warrant upon a minimum of 30 days’ prior writtennotice of redemption provided that holders will be able to exercisetheir warrants on a cashless basis prior to redemption and receivethat number of shares to be determined by reference to the table setforth under “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants” based on the redemption date andthe “fair market value” of our Class A common stock (as definedbelow) except as otherwise described in “Description ofSecurities—Redeemable Warrants—Public Stockholders’Warrants”;

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• if, and only if, the closing price of our Class A common stockequals or exceeds $10.00 per share (as adjusted for stock splits,stock dividends, reorganizations, recapitalizations and the like) forany 20 trading days within the 30-trading day period ending threetrading days before we send the notice of redemption to the warrantholders; and

• if the closing price of our Class A common stock for any 20 tradingdays within a 30-trading day period ending on the third trading dayprior to the date on which we send the notice of redemption to thewarrant holders is less than $18.00 per share (as adjusted for stocksplits, stock dividends, reorganizations, recapitalizations and thelike), the private placement warrants must also be concurrentlycalled for redemption on the same terms as the outstanding publicwarrants as described above.

The “fair market value” of our Class A common stock for the abovepurpose shall mean the volume weighted average price of our Class Acommon stock during the 10 trading days immediately following thedate on which the notice of redemption is sent to the holders ofwarrants. This redemption feature differs from the warrantredemption features used in other blank check offerings. We willprovide our warrant holders with the final fair market value no laterthan one business day after the 10-trading day period described aboveends. In no event will the warrants be exercisable on a cashless basisin connection with this redemption feature for more than 0.361 sharesof Class A common stock per warrant (subject to adjustment).

No fractional shares of Class A common stock will be issued uponredemption. If, upon redemption, a holder would be entitled to receivea fractional interest in a share, we will round down to the nearestwhole number of shares of Class A common stock to be issued to theholder. See the section entitled “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants” foradditional information.

Pursuant to the warrant agreement, references above to Class Acommon stock will include a security other than Class A commonstock into which the Class A common stock has been converted orexchanged for in the event we are not the surviving company in ourinitial business combination.

Founder shares . . . . . . . . . . . . . . . . . . . . . On June 1, 2021, our sponsor purchased an aggregate of 7,187,500founder shares for $25,000. On , 2021, our sponsortransferred 20,000 founder shares to each of Julie Hill, Jessica Tsoongand

▲▲▲▲J.C. Raby, our independent director nominees, in each case for

approximately the same per share price initially paid by our sponsor,resulting in our sponsor owning 7,127,500 founder shares.

Prior to the initial investment in the company of $25,000 by oursponsor, the company had no assets, tangible or intangible. The

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number of founder shares outstanding was determined based on theexpectation that the total size of this offering would be a maximum of28,750,000 units if the underwriter’s over-allotment option isexercised in full, and therefore that such founder shares wouldrepresent 20% of the outstanding shares of our common stock afterthis offering. Up to 937,500 of the founder shares will be forfeiteddepending on the extent to which the underwriter’s over-allotmentoption is not exercised. If we increase or decrease the size of theoffering pursuant to Rule 462(b) under the Securities Act, we willeffect a stock dividend or share contribution back to capital or otherappropriate mechanism, as applicable, with respect to our commonstock immediately prior to the consummation of the offering in suchamount as to maintain the ownership of founder shares by our

▲▲▲▲▲▲▲initial

stockholders and▲▲▲their permitted transferees at 20% of our issued and

outstanding common stock upon the consummation of this offering.

The founder shares are identical to the shares of Class A commonstock included in the units being sold in this offering, except that:

• prior to our initial business combination, only holders of theClass B common stock have the right to vote on the election ofdirectors and holders of a majority of the outstanding shares of ourClass B common stock may remove members of our board ofdirectors for any reason;

• the founder shares are subject to certain transfer restrictions, asdescribed in more detail below;

• the founder shares are entitled to registration rights;

• our sponsor, officers and directors have entered into a letteragreement with us pursuant to which they have agreed to (i) waivetheir redemption rights with respect to any founder shares andpublic shares they hold in connection with the completion of ourinitial business combination, (ii) waive their redemption rights withrespect to any founder shares and public shares they hold inconnection with a stockholder vote to approve an amendment to ouramended and restated certificate of incorporation to modify thesubstance or timing of our obligation to redeem 100% of our publicshares if we have not consummated an initial business combinationwithin 24 months from the closing of this offering or with respect toany other material provisions relating to stockholders’ rights orpre-initial business combination activity and (iii) waive their rightsto liquidating distributions from the trust account with respect toany founder shares they hold if we fail to complete our initialbusiness combination within 24 months from the closing of thisoffering (although they will be entitled to liquidating distributionsfrom the trust account with respect to any public shares they hold ifwe fail to complete our initial business combination within theprescribed time frame). If we submit our initial businesscombination to our public stockholders for a vote, our sponsor,officers and directors have agreed to vote their founder shares and

16

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any public shares purchased during or after this offering in favor ofour initial business combination. As a result, in addition to ourfounder shares, we would need 9,375,001, or 37.5% (assuming alloutstanding shares are voted and the over-allotment option is notexercised) or 1,562,501, or 6.25% (assuming only the minimumnumber of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public sharessold in this offering to be voted in favor of an initial businesscombination in order to have our initial business combinationapproved; and

• the founder shares are automatically convertible into our Class Acommon stock at the time of the consummation of our initialbusiness combination, or earlier at the option of the holder, on aone-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Foundershares conversion and anti-dilution rights.”

Transfer restrictions on foundershares . . . . . . . . . . . . . . . . . . . . . . . . . . Our initial stockholders, including our sponsor ha

▲ve agreed not to

transfer, assign or sell any of▲▲▲their founder shares until the earlier to

occur of: (i) one year after the completion of our initial businesscombination and (ii) the date on which we complete a liquidation,merger, capital stock exchange or other similar transaction after ourinitial business combination that results in all of our stockholdershaving the right to exchange their Class A common stock for cash,securities or other property, except to certain permitted transfereesand under certain circumstances as described herein under “PrincipalStockholders—Transfers of Founder Shares and Private PlacementWarrants.” Subject to certain limited exceptions, any permittedtransferees will be subject to the same restrictions and otheragreements of our initial stockholders, including our sponsor, withrespect to any founder shares. We refer to such transfer restrictionsthroughout this prospectus as the lock-up. Notwithstanding theforegoing, if the closing price of our Class A common stock equals orexceeds $12.00 per share (as adjusted for stock splits, stockcapitalizations, reorganizations, recapitalizations and the like) for any20 trading days within any 30-trading day period commencing at least120 days after our initial business combination, the founder shareswill be released from the lock-up.

Founder shares conversion and anti-dilution rights . . . . . . . . . . . . . . . . . . . The founder shares will automatically convert into shares of Class A

common stock at the time of the consummation of our initial businesscombination, or earlier at the option of the holder, on a one-for-onebasis, subject to adjustment for stock splits, stock dividends,reorganizations, recapitalizations and the like, and subject to furtheradjustment as described herein. In the case that additional shares ofClass A common stock or equity-linked securities are issued ordeemed issued in connection with our initial business combination,the number of shares of Class A common stock issuable upon

17

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conversion of all founder shares will equal, in the aggregate, on anas-converted basis, 20% of the total number of shares of Class Acommon stock outstanding after such conversion (after giving effectto any redemptions of shares of Class A common stock by publicstockholders), including the total number of shares of Class Acommon stock issued, or deemed issued or issuable upon conversionor exercise of any equity-linked securities or rights issued or deemedissued, by the company in connection with or in relation to theconsummation of the initial business combination, excluding anyshares of Class A common stock or equity-linked securities or rightsexercisable for or convertible into shares of Class A common stockissued, or to be issued, to any seller in the initial businesscombination and any private placement warrants issued to oursponsor upon conversion of working capital loans, provided that suchconversion of founder shares will never occur on a less thanone-for-one basis.

Election and removal of directors; votingrights . . . . . . . . . . . . . . . . . . . . . . . . . . Prior to our initial business combination, only holders of our

outstanding Class B common stock will have the right to vote on theelection of directors. Holders of the Class A common stock will notbe entitled to vote on the election of directors during such time. Inaddition, prior to our initial business combination, holders of amajority of the outstanding shares of our Class B common stock mayremove a member of our board of directors for any reason. Theseprovisions of our amended and restated certificate of incorporationmay only be amended if approved by holders of a majority of theoutstanding shares of our Class B common stock voting at astockholder meeting. With respect to any other matter submitted to avote of our stockholders, including any vote in connection with ourinitial business combination, except as required by applicable law orstock exchange rule, holders of our Class A common stock andholders of our Class B common stock will vote together as a singleclass, with each share entitling the holder to one vote.

Private placement warrants . . . . . . . . . . . Our sponsor has committed, pursuant to a written agreement, topurchase up to an aggregate of

▲▲▲▲▲▲▲▲▲5,500,000 private placement warrants

(or up to▲▲▲▲▲▲▲▲▲6,000,000 warrants if the underwriter’s over-allotment

option is exercised in full), each exercisable to purchase one share ofClass A common stock at $11.50 per share, at a price of $1.50 perwarrant, or $

▲▲▲▲▲▲▲▲▲8,250,000 in the aggregate (or $

▲▲▲▲▲▲▲▲▲9,000,000 if the

underwriter’s over-allotment option is exercised in full), in a privateplacement that will close simultaneously with the closing of thisoffering. A portion of the purchase price of the private placementwarrants will be added to the proceeds from this offering to be held inthe trust account such that at the time of closing of this offering$250,000,000 (or $287,500,000 if the underwriter exercises its over-allotment option in full) will be held in the trust account. If we do notcomplete our initial business combination within 24 months from theclosing of this offering, the private placement warrants will expire

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worthless. The private placement warrants will be identical to thewarrants sold in this offering except that, so long as they are held byour sponsor or its permitted transferees, the private placementwarrants (i) will not be redeemable by us (except as described aboveunder “—Redemption of warrants when the price per share of Class Acommon stock equals or exceeds $10.00”), (ii) may not (including theshares of Class A common stock issuable upon exercise of thesewarrants), subject to certain limited exceptions, be transferred,assigned or sold by the holders until 30 days after the completion ofour initial business combination, (iii) may be exercised by the holderson a cashless basis and (iv) will be entitled to registration rights. If theprivate placement warrants are held by holders other than our sponsoror its permitted transferees, the private placement warrants will beredeemable by us and exercisable by the holders on the same basis asthe warrants included in the units being sold in this offering.

Transfer restrictions on privateplacement warrants . . . . . . . . . . . . . . . The private placement warrants (including the Class A common stock

issuable upon exercise of the private placement warrants) will not betransferable, assignable or salable until 30 days after the completionof our initial business combination, except as described herein under“Principal Stockholders—Transfers of Founder Shares and PrivatePlacement Warrants.”

Cashless exercise of private placementwarrants . . . . . . . . . . . . . . . . . . . . . . . . If holders of private placement warrants elect to exercise them on a

cashless basis, except as described under “Redemption of warrantswhen the price per share of Class A common stock equals or exceeds$10.00,” they would pay the exercise price by surrendering theirwarrants for that number of shares of Class A common stock equal tothe quotient obtained by dividing (x) the product of the number ofshares of Class A common stock underlying the warrants, multipliedby the excess of the “sponsor exercise fair market value” (definedbelow) over the exercise price of the warrants by (y) the sponsorexercise fair market value. The “sponsor exercise fair market value”means the average reported closing price of the shares of Class Acommon stock for the 10 trading days ending on the third trading dayprior to the date on which the notice of warrant exercise is sent to thewarrant agent. The reason that we have agreed that these warrantswill be exercisable on a cashless basis so long as they are held by oursponsor or its permitted transferees is because it is not known at thistime whether they will be affiliated with us following a businesscombination. If they remain affiliated with us, their ability to sell oursecurities in the open market will be significantly limited. We expectto have policies in place that restrict insiders from selling oursecurities except during specific periods.

Proceeds to be held in trust account . . . .▲▲▲Nasdaq rules provide that at least 90% of the gross proceeds from thisoffering and the sale of the private placement warrants be deposited ina trust account. Of the proceeds we will receive from this offering and

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the sale of the private placement warrants described in thisprospectus, $250,000,000, or $287,500,000 if the underwriter’s over-allotment option is exercised in full ($10.00 per unit in either case),will be deposited into a segregated trust account located in theUnited States with

▲▲▲▲Continental Stock Transfer & Trust Company

acting as trustee, after deducting $5,000,000 in underwritingdiscounts and commissions payable upon the closing of this offering(or $5,750,000 if the underwriter’s over-allotment option is exercisedin full) and an aggregate of $3,000,000 to pay fees and expenses inconnection with the closing of this offering and for working capitalfollowing the closing of this offering. The proceeds to be placed inthe trust account include $8,750,000 (or up to $10,062,500 if theunderwriter’s over- allotment option is exercised in full) in deferredunderwriting commissions.

Except with respect to interest (less amounts released to us to pay ourtaxes and, if applicable, up to $100,000 of interest to pay dissolutionexpenses), the proceeds from this offering and the sale of the privateplacement warrants will not be released from the trust account untilthe earliest of (i) the completion of our initial business combination,(ii) the redemption of our public shares if we do not complete ourinitial business combination within 24 months from the closing of thisoffering, subject to applicable law, and (iii) the redemption of ourpublic shares properly submitted in connection with a stockholdervote to amend our amended and restated certificate of incorporationto modify the substance or timing of our obligation to redeem 100%of our public shares if we have not consummated an initial businesscombination within 24 months from the closing of this offering orwith respect to any other material provisions relating to stockholders’rights or pre-initial business combination activity. The proceedsdeposited in the trust account could become subject to the claims ofour creditors, if any, which could have priority over the claims of ourpublic stockholders.

Anticipated expenses and fundingsources . . . . . . . . . . . . . . . . . . . . . . . . . Unless and until we complete our initial business combination, no

proceeds held in the trust account will be available for our use, exceptthe withdrawal of interest to pay our taxes and/or to redeem our publicshares in connection with an amendment to our amended and restatedcertificate of incorporation, as described above. The proceeds held inthe trust account will be invested only in U.S. government treasuryobligations with a maturity of 185 days or less or in money marketfunds meeting certain conditions under Rule 2a-7 under the InvestmentCompany Act which invest only in direct U.S. government treasuryobligations. We estimate the interest earned on the trust account will beapproximately $250,000 per year (or $287,500 per year if theunderwriter’s over-allotment option is exercised in full), assuming aninterest rate of 0.1% per year; however we can provide no assurancesregarding this amount. Unless and until we complete our initial

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business combination, we may pay our expenses only from suchinterest withdrawn from the trust account and:

• the net proceeds of this offering and the sale of the private placementwarrants not held in the trust account, which initially will beapproximately $

▲▲▲▲▲▲▲▲▲2,450,000 in working capital after the payment of

approximately $▲▲800,000 in expenses relating to this offering; and

• any loans or additional investments from our sponsor, members ofour management team or their affiliates or other third parties,although they are under no obligation to advance funds or invest inus, and provided that any such loans will not have any claim on theproceeds held in the trust account unless such proceeds are releasedto us upon completion of our initial business combination. Up to$1,500,000 of such loans may be convertible into private placementwarrants, at a price of $1.50 per warrant, at the option of the lender.

Conditions to completing our initialbusiness combination . . . . . . . . . . . . .

▲▲▲Nasdaq rules require that we must complete one or more businesscombinations having an aggregate fair market value of at least 80% ofthe value of the assets held in the trust account (excluding thedeferred underwriting commissions and taxes payable on the interestearned on the trust account) at the time of our signing a definitiveagreement in connection with our initial business combination andthat any such business combination be approved by a majority of ourindependent directors. Our board of directors will make thedetermination as to the fair market value of our initial businesscombination. If our board of directors is not able to independentlydetermine the fair market value of our initial business combination,we will obtain an opinion from an independent investment bankingfirm or a valuation or appraisal firm. While we consider it unlikelythat our board of directors will not be able to make an independentdetermination of the fair market value of our initial businesscombination, it may be unable to do so if it is less familiar orexperienced with the business of a particular target or if there is asignificant amount of uncertainty as to the value of the target’s assetsor prospects. We anticipate structuring our initial businesscombination so that the post-transaction company in which our publicstockholders own shares will own or acquire 100% of the equityinterests 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 suchinterests or assets of the target business in order to meet certainobjectives of the target management team or stockholders or for otherreasons. However, we will only complete our initial businesscombination if the post-transaction company in which our publicstockholders own shares will own or acquire 50% or more of theoutstanding voting securities of the target or is otherwise not requiredto register as an investment company under the Investment CompanyAct. Even if the post- transaction company owns or acquires 50% ormore of the voting securities of the target, our stockholders prior to

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our initial business combination may collectively own a minorityinterest in the post business combination company, depending onvaluations ascribed to the target and us in the business combinationtransaction. For example, we could pursue a transaction in which weissue a substantial number of new shares in exchange for all of theoutstanding capital stock, shares or other equity securities of a target.In this case, we would acquire a 100% controlling interest in thetarget. However, as a result of the issuance of a substantial number ofnew shares, our stockholders immediately prior to our initial businesscombination could own less than a majority of our issued andoutstanding shares subsequent to our initial business combination. Ifless than 100% of the equity interests or assets of a target business orbusinesses are owned or acquired by the post-transaction company,the portion of such business or businesses that is owned or acquired iswhat will be taken into account for purposes of the 80% of net assetstest described above, provided that in the event that the businesscombination involves more than one target business, the 80% of netassets test will be based on the aggregate value of all of the targetbusinesses and we will treat the target businesses together as ourinitial business combination for purposes of a seeking stockholderapproval or conducting a tender offer, as applicable.

Permitted purchases of public shares andpublic warrants by our affiliates . . . . . If we seek stockholder approval of our initial business combination

and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our sponsor,directors, officers, advisors or their affiliates may purchase shares orpublic warrants in privately negotiated transactions or in the openmarket either prior to or following the completion of our initialbusiness combination. There is no limit on the number of shares oursponsor, directors, officers, advisors or their affiliates may purchasein such transactions, subject to compliance with applicable law and

▲▲▲▲Nasdaq rules. However, we understand that they have no currentcommitments, plans or intentions to engage in such transactions andhave not formulated any terms or conditions for any suchtransactions. None of the funds held in the trust account will be usedto purchase shares or public warrants in such transactions. If theyengage in such transactions, they will be restricted from making anysuch purchases when they are in possession of any material nonpublicinformation not disclosed to the seller or if such purchases areprohibited by Regulation M under the Exchange Act. We do notcurrently anticipate that such purchases, if any, would constitute atender offer subject to the tender offer rules under the Exchange Actor a going-private transaction subject to the going-private rules underthe Exchange Act; however, if the purchasers determine at the time ofany such purchases that the purchases are subject to such rules, thepurchasers will comply with such rules. We expect any suchpurchases will be reported pursuant to Section 13 and Section 16 ofthe Exchange Act to the extent such purchasers are subject to suchreporting requirements. See “Proposed Business—Permitted

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purchases of our securities” for a description of how our sponsor,directors, officers, advisors or any of their affiliates will select whichstockholders to purchase securities from in any private transaction.

The purpose of any such purchases of shares could be to vote suchshares in favor of the business combination and thereby increase thelikelihood of obtaining stockholder approval of the businesscombination or to satisfy a closing condition in an agreement with atarget that requires us to have a minimum net worth or a certainamount 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 toreduce the number of public warrants outstanding or to vote suchwarrants on any matters submitted to the warrant holders for approvalin connection with our initial business combination. Any suchpurchases of our securities may result in the completion of our initialbusiness combination that may not otherwise have been possible. Inaddition, if such purchases are made, the public “float” of our Class Acommon stock or warrants may be reduced and the number ofbeneficial holders of our securities may be reduced, which may makeit difficult to maintain or obtain the quotation, listing or trading of oursecurities on a national securities exchange.

Redemption rights for publicstockholders upon completion of ourinitial business combination . . . . . . . . We will provide our public stockholders with the opportunity to

redeem all or a portion of their public shares upon the completion ofour initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust accountcalculated as of two business days prior to the consummation of ourinitial business combination, including interest (less amounts releasedto us to pay our taxes), divided by the number of then outstandingpublic shares, subject to the limitations and on the conditionsdescribed herein. The amount in the trust account is initiallyanticipated to be $10.00 per public share. The per share amount wewill distribute to investors who properly redeem their shares will notbe reduced by the deferred underwriting commissions we will pay tothe underwriter. The redemption rights will include the requirementthat any beneficial owner on whose behalf a redemption right is beingexercised must identify itself in order to validly redeem its shares.There will be no redemption rights upon the completion of our initialbusiness combination with respect to our warrants. Our sponsor,officers and directors ha

▲ve entered into a letter agreement with us

pursuant to which▲▲they ha

▲ve agreed to waive

▲▲▲their redemption rights

with respect to any founder shares▲▲they hold

▲and any public shares

▲▲they may acquire during or after this offering in connection with thecompletion of our initial business combination.

Manner of conducting redemptions . . . . We will provide our public stockholders with the opportunity toredeem all or a portion of their public shares upon the completion of

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our initial business combination either (i) in connection with astockholder meeting called to approve the business combination or(ii) without a stockholder vote by means of a tender offer. Thedecision as to whether we will seek stockholder approval of aproposed business combination or conduct a tender offer will be madeby us, solely in our discretion, and will be based on a variety offactors such as the timing of the transaction and whether the terms ofthe transaction would require us to seek stockholder approval underapplicable law or stock exchange listing requirements. Assetacquisitions and share purchases would not typically requirestockholder approval while direct mergers with our company wherewe do not survive and any transaction in which we issue more than20% of our outstanding Class A common stock or seek to amend ouramended and restated certificate of incorporation would requirestockholder approval. So long as we obtain and maintain a listing forour securities on

▲▲▲▲Nasdaq, we will be required to comply with

▲▲▲▲▲Nasdaq’s stockholder approval rules.

The requirement that we provide our public stockholders with theopportunity to redeem their public shares by one of the two methodslisted above will be contained in provisions of our amended andrestated certificate of incorporation and will apply whether or not wemaintain our registration under the Exchange Act or our listing on

▲▲▲▲Nasdaq. Such provisions may be amended if approved by holders of65% of our common stock entitled to vote thereon.

If we provide our public stockholders with the opportunity to redeemtheir public shares in connection with a stockholder meeting, we will:

• conduct the redemptions in conjunction with a proxy solicitationpursuant to Regulation 14A under the Exchange Act, whichregulates the solicitation of proxies, and not pursuant to the tenderoffer rules, and

• file proxy materials with the SEC.

If we seek stockholder approval, we will complete our initial businesscombination only if a majority of the outstanding shares of commonstock voted are voted in favor of the initial business combination. Aquorum for such meeting will consist of the holders present in personor by proxy of shares of outstanding capital stock of the companyrepresenting a majority of the voting power of all outstanding sharesof capital stock of the company entitled to vote at such meeting.Shares of our common stock held by our sponsor, officers anddirectors will count towards this quorum and, pursuant to the letteragreement, our sponsor, officers and directors ha

▲ve agreed to vote any

founder shares▲▲▲they hold

▲and any public shares purchased during or

after this offering (including in open market and privately-negotiatedtransactions) in favor of our initial business combination. Forpurposes of seeking approval of the majority of our outstandingshares of common stock voted, non-votes will have no effect on theapproval of our initial business combination once a quorum is

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obtained. As a result, in addition to our founder shares, we would needonly 9,375,001, or 37.5% (assuming all outstanding shares are votedand the underwriter’s over-allotment option is not exercised) or1,562,501, or 6.25% (assuming only the minimum number of sharesrepresenting a quorum are voted and the underwriter’s over-allotmentoption is not exercised), of the 25,000,000 public shares sold in thisoffering to be voted in favor of an initial business combination in orderto have our initial business combination approved. These quorum andvoting thresholds, and the voting agreement of our sponsor, may makeit more likely that we will consummate our initial businesscombination. Each public stockholder may elect to redeem its publicshares irrespective of whether they vote for or against the proposedtransaction or whether they were a stockholder on the record date forthe stockholder meeting held to approve the proposed transaction.

If a stockholder vote is not required and we do not decide to hold astockholder vote for business or other legal reasons, we will:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation14E under the Exchange Act, which regulate issuer tender offers,and

• file tender offer documents with the SEC prior to completing ourinitial business combination which will contain substantially thesame financial and other information about our initial businesscombination and the redemption rights as is required pursuant toRegulation 14A under the Exchange Act, which regulates thesolicitation of proxies.

In the event we conduct redemptions pursuant to the tender offerrules, our offer to redeem will remain open for at least 20 businessdays, in accordance with Rule 14e-1(a) under the Exchange Act, andwe will not be permitted to complete our initial business combinationuntil the expiration of the tender offer period. In addition, the tenderoffer will be conditioned on public stockholders not tendering morethan the number of public shares we are permitted to redeem. Ifpublic stockholders tender more shares than we have offered topurchase, we will withdraw the tender offer and not complete suchinitial business combination.

Upon the public announcement of our initial business combination, ifwe elect to conduct redemptions pursuant to the tender offer rules, weor our sponsor will terminate any plan established in accordance withRule 10b5-1 under the Exchange Act to purchase shares of ourClass A common stock in the open market, in order to comply withRule 14e-5 under the Exchange Act.

We intend to require our public stockholders seeking to exercise theirredemption rights, whether they are record holders or hold theirshares in “street name,” to, at the holder’s option, either deliver theirstock certificates to our transfer agent or deliver their shares to ourtransfer agent electronically using The Depository Trust Company’s

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DWAC (Deposit/Withdrawal At Custodian) system, prior to the dateset forth in the proxy materials or tender offer documents, asapplicable. In the case of proxy materials, this date may be up to twobusiness days prior to the vote on the proposal to approve the initialbusiness combination. In addition, if we conduct redemptions inconnection with a stockholder vote, we intend to require a publicstockholder seeking redemption of its public shares to also submit awritten request for redemption to our transfer agent two business daysprior to the vote in which the name of the beneficial owner of suchshares is included. The proxy materials or tender offer documents, asapplicable, that we will furnish to holders of our public shares inconnection with our initial business combination will indicatewhether we are requiring public stockholders to satisfy such deliveryrequirements. We believe that this will allow our transfer agent toefficiently process any redemptions without the need for furthercommunication or action from the redeeming public stockholders,which could delay redemptions and result in additional administrativecost. If the proposed initial business combination is not approved andwe continue to search for a target company, we will promptly returnany certificates or shares delivered by public stockholders whoelected to redeem their shares.

Our amended and restated certificate of incorporation will providethat in no event will we redeem our public shares in an amount thatwould cause our net tangible assets to be less than $5,000,001. Inaddition, our proposed initial business combination may impose aminimum cash requirement for: (i) cash consideration to be paid tothe target or its owners, (ii) cash for working capital or other generalcorporate purposes or (iii) the retention of cash to satisfy otherconditions. In the event the aggregate cash consideration we would berequired to pay for all shares of Class A common stock that arevalidly submitted for redemption plus any amount required to satisfycash conditions pursuant to the terms of the proposed initial businesscombination exceed the aggregate amount of cash available to us, wewill not complete the initial business combination or redeem anyshares in connection with such initial business combination, and allshares of Class A common stock submitted for redemption will bereturned to the holders thereof. We may, however, raise funds throughthe issuance of equity-linked securities or through loans, advances orother indebtedness in connection with our initial businesscombination, including pursuant to forward purchase agreements orbackstop arrangements we may enter into following consummation ofthis offering, in order to, among other reasons, satisfy such nettangible assets or minimum cash requirements.

Limitation on redemption rights ofstockholders holding more than 15%of the shares sold in this offering if wehold a stockholder vote . . . . . . . . . . . . Notwithstanding the foregoing redemption rights, if we seek

stockholder approval of our initial business combination and we do

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not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended andrestated certificate of incorporation will provide that a publicstockholder, together with any affiliate of such stockholder or anyother person with whom such stockholder is acting in concert or as a“group” (as defined under Section 13 of the Exchange Act), will berestricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering, without our priorconsent. We believe the restriction described above will discouragestockholders from accumulating large blocks of shares, andsubsequent attempts by such holders to use their ability to redeemtheir shares as a means to force us or our management to purchasetheir shares at a significant premium to the then-current market priceor on other undesirable terms. Absent this provision, a publicstockholder holding more than an aggregate of 15% of the shares soldin this offering could threaten to exercise its redemption rights againsta business combination if such holder’s shares are not purchased byus, our sponsor or our management at a premium to the then-currentmarket price or on other undesirable terms. By limiting ourstockholders’ ability to redeem to no more than 15% of the sharessold in this offering, we believe we will limit the ability of a smallgroup of stockholders to unreasonably attempt to block our ability tocomplete our initial business combination, particularly in connectionwith a business combination with a target that requires as a closingcondition that we have a minimum net worth or a certain amount ofcash. However, we will not restrict our stockholders’ ability to voteall of their shares (including all shares held by those stockholders thathold more than 15% of the shares sold in this offering) for or againstour initial business combination.

Release of funds in trust account onclosing of our initial businesscombination . . . . . . . . . . . . . . . . . . . . . On the completion of our initial business combination, the funds held in

the trust account will be used to pay amounts due to any publicstockholders who exercise their redemption rights as described aboveunder “Redemption rights for public stockholders upon completion ofour initial business combination,” to pay the underwriter its deferredunderwriting commissions, to pay all or a portion of the considerationpayable to the target or owners of the target of our initial businesscombination and to pay other expenses associated with our initialbusiness combination. If our initial business combination is paid forusing equity or debt securities, or not all of the funds released from thetrust account are used for payment of the consideration in connectionwith our initial business combination, we may use the balance of thecash released to us from the trust account for general corporatepurposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due onindebtedness incurred in completing our initial business combination,to fund the purchase of other companies or for working capital.

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VDI-W7-PFL-171821.7.8.0

Redemption of public shares anddistribution and liquidation if noinitial business combination . . . . . . . . Our amended and restated certificate of incorporation will provide

that we will have only 24 months from the closing of this offering tocomplete our initial business combination. If we do not complete ourinitial business combination within such 24-month period, we will:(i) cease all operations except for the purpose of winding up, (ii) aspromptly as reasonably possible but not more than 10 business daysthereafter, redeem the public shares, at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trustaccount, including interest (less amounts released to us to pay ourtaxes and up to $100,000 of interest to pay dissolution expenses),divided by the number of then outstanding public shares, whichredemption will completely extinguish public stockholders’ rights asstockholders (including the right to receive further liquidatingdistributions, if any), and (iii) as promptly as reasonably possiblefollowing such redemption, subject to the approval of our remainingstockholders and our board of directors, liquidate and dissolve,subject, in each case, to our obligations under Delaware law toprovide for claims of creditors and the requirements of otherapplicable law.

There will be no redemption rights or liquidating distributions withrespect to our warrants, which will expire worthless if we fail tocomplete our initial business combination within the 24-month timeperiod.

Our sponsor, officers and directors ha▲ve entered into a letter

agreement with us pursuant to which▲▲they ha

▲ve agreed to waive

▲▲▲their

rights to liquidating distributions from the trust account with respectto

▲▲▲their founder shares if we fail to complete our initial business

combination within 24 months from the closing of this offering.However, if our sponsor, officers or directors acquire

▲public shares in

or after this offering,▲▲they will be entitled to liquidating distributions

from the trust account with respect to such public shares if we fail tocomplete our initial business combination within the allotted24-month time frame.

The underwriter has agreed to waive its rights to its deferredunderwriting commission held in the trust account in the event we donot complete our initial business combination within 24 months fromthe closing of this offering and, in such event, such amounts will beincluded with the funds held in the trust account that will be availableto fund the redemption of our public shares.

Our sponsor, officers and directors have agreed, pursuant to a writtenagreement with us, that they will not propose any amendment to ouramended and restated certificate of incorporation to modify thesubstance or timing of our obligation to redeem 100% of our publicshares if we do not complete our initial business combination within24 months from the closing of this offering or with respect to any

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other material provisions relating to stockholders’ rights or pre-initialbusiness combination activity, unless we provide our publicstockholders with the opportunity to redeem their Class A commonstock upon approval of any such amendment at a per-share price,payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest (less amounts released to us to payour taxes), divided by the number of then outstanding public shares,subject to the limitations described above under “Limitations onRedemptions.” For example, our board of directors may propose suchan amendment if it determines that additional time is necessary tocomplete our initial business combination. In such event, we willconduct a proxy solicitation and distribute proxy materials pursuant toRegulation 14A under the Exchange Act seeking stockholderapproval of such proposal, and in connection therewith, provide ourpublic stockholders with the redemption rights described above uponstockholder approval of such amendment.

Limited payments to insiders . . . . . . . . . There will be no finder’s fees, reimbursements or cash paymentsmade by the company to our sponsor, officers or directors, or our ortheir affiliates, for services rendered to us prior to or in connectionwith the completion of our initial business combination, other than thefollowing payments, none of which will be made from the proceedsof this offering held in the trust account prior to the completion of ourinitial business combination:

• Repayment of up to an aggregate of $300,000 in loans made to usby our sponsor to cover offering-related and organizationalexpenses;

• Payment for office space, utilities and secretarial and administrativeservices provided to us by our sponsor, in the amount of $10,000per month;

• Reimbursement for any out-of-pocket expenses related toidentifying, investigating, negotiating and completing an initialbusiness combination (including pursuant to certain consultingarrangements—See “Certain Relationships and Related PartyTransactions”) and

• Repayment of loans which may be made by our sponsor or anaffiliate of our sponsor or our officers and directors to fund workingcapital deficiencies or finance transaction costs in connection withan intended initial business combination. Up to $1,500,000 of suchloans may be convertible into warrants of the post businesscombination entity at a price of $1.50 per warrant at the option ofthe lender. The warrants would be identical to the private placementwarrants. Except for the foregoing, the terms of such loans, if any,have not been determined and no written agreements exist withrespect to such loans.

Any such payments will be made either (i) prior to our initial businesscombination using proceeds of this offering held outside the trust

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account or from loans made to us by our sponsor or (ii) in connectionwith or after the consummation of our initial business combination.

Audit Committee . . . . . . . . . . . . . . . . . . . We will establish and maintain an audit committee. Among itsresponsibilities, the audit committee will review on a quarterly basisall payments that were made to our sponsor, officers or directors, orour or their affiliates and monitor compliance with the other termsrelating to this offering. If any noncompliance is identified, then theaudit committee will be charged with the responsibility to promptlytake all action necessary to rectify such noncompliance or otherwiseto cause compliance with the terms of this offering. For moreinformation, see the section entitled “Management—Committees ofthe Board of Directors—Audit Committee.”

Conflicts of Interest . . . . . . . . . . . . . . . . . Certain of our officers and directors presently have, and any of themin the future may have, additional, fiduciary or contractual obligationsto other entities, pursuant to which such officer or director is or willbe required to present a business combination opportunity to suchentity. Accordingly, if any of our officers or directors becomes awareof a business combination opportunity which is suitable for an entityto which he or she has then-current fiduciary or contractualobligations, he or she will honor his or her fiduciary or contractualobligations to present such business combination opportunity to suchentity, and may only decide to present it to us if such entity rejects theopportunity and consummating the same would not violate anyrestrictive covenants to which such officers and directors are subject.

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Donnelley Financial ADG bellt0lnSTART PAGE

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VDI-W7-PFL-249714.4.13.0

Risks

We are a blank check company that has conducted no operations and has generated no revenues to date.Until we complete our initial business combination, we will have no operations and will generate no operatingrevenues. In making your decision whether to invest in our securities, you should take into account not only thebackground of our management team, but also the special risks we face as a blank check company. This offeringis not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you willnot be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additionalinformation concerning how Rule 419 blank check offerings differ from this offering, see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefullyconsider these and the other risks set forth in the section entitled “Risk Factors” of this prospectus, whichinclude, but are not limited to, the following:

• We are a blank check company with no operating history and no revenues, and you have no basis onwhich to evaluate our ability to achieve our business objective.

• Our search for a business combination may be materially adversely affected by the coronavirus(COVID-19) pandemic and the status of debt and equity markets.

• Our independent registered public accounting firm’s report contains an explanatory paragraph thatexpresses substantial doubt about our ability to continue as a “going concern.”

• Certain requirements and terms of this offering and our securities may make it difficult for us to enter intoour initial business combination with a target or may not allow us to consummate the most desirablebusiness combination or optimize our capital structure.

• Our public stockholders may not be afforded an opportunity to vote on our proposed businesscombination, and your only opportunity to affect the investment decision regarding a potential businesscombination may be limited to the exercise of your right to redeem your shares from us for cash.

• We may not be able to consummate our initial business combination within the required time period, inwhich case we would cease all operations except for the purpose of winding up and we would redeem ourpublic shares and liquidate.

• We cannot assure you that we will not seek to amend our amended and restated certificate ofincorporation or governing instruments, including our warrant agreement, in a manner that will make iteasier for us to complete our initial business combination that some of our stockholders or warrant holdersmay not support.

• If third parties bring claims against us or in certain other circumstances, such as a bankruptcy, theproceeds held in the trust account could be reduced and the per share redemption amount received bystockholders may be less than $10.00 per share.

• You will not have any rights or interests in funds from the trust account, except under certaincircumstances. To liquidate your investment, therefore, you may be forced to sell your public shares,potentially at a loss.

• Members of our management team and their respective affiliates may have conflicts of interests thatcould, as applicable, affect the amount of time allocated to our company, impact the businessopportunities presented to us, or raise competitive financial interests or affiliations with one or more oftarget businesses.

• Past performance by our management team on whom we are dependent, may not be indicative of futureperformance of an investment in us or the returns we will, or are likely to, generate going forward.

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• Management’s flexibility in identifying and selecting a prospective acquisition target, along with ourmanagement’s financial interest in consummating our initial business combination, may lead managementto enter into an acquisition agreement that is not in the best interest of our stockholders.

• Our▲▲▲▲▲▲▲initial stockholders will control the election of our board of directors until consummation of our

initial business combination and will hold a substantial interest in our common stock. As a result,▲▲they will

exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you donot support.

• We may issue additional shares of our Class A common stock or preferred stock or incur substantial debtin connection with our initial business combination, which could dilute your interests, adversely affect ourfinancial condition and thus negatively impact the value of our stockholders’ investment in us.

• Holders of warrants will not participate in liquidating distributions if we do not complete an initialbusiness combination within the required time period, and the warrants will expire worthless.

• We are not registering the Class A common stock issuable upon exercise of warrants under the SecuritiesAct at this time, and a registration may not be in place when you desire to exercise warrants, thusprecluding you from being able to exercise your warrants except on a “cashless basis” and potentiallycausing your warrants to expire worthless.

• We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders.

• There is currently no market for our securities and a market for our securities may not develop, whichwould adversely affect the liquidity and price of our securities.

• If we acquire a company in the technology or technology-enabled sectors, our future operations will besubject to risks associated with these sectors.

• We may seek business combination opportunities in industries outside of the technology sector, whichmay be outside of our management’s area of expertise.

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Donnelley Financial ADG enrip0inSTART PAGE

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VDI-W7-PF3-061721.7.8.0

SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read together withour financial statements, which are included elsewhere in this prospectus. We have not had any significantoperations to date, so only balance sheet data is presented.

June 1, 2021

Balance Sheet Data: Actual As Adjusted

Working capital (deficiency)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (240,000) $ 234,335,333Total assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 285,000 $ 252,220,000Total liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 265,000 $ 17,884,667Value of Class A common stock subject to possible redemption(4) . . . . . . . . . . . . $ — $ 229,335,332Stockholder’s equity(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000 $ 5,000,001

(1) The “as adjusted” calculation assumes no exercise of the over-allotment option and includes $250,000,000in cash held in trust from the proceeds of this offering and the sale of the private placement warrants

▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲, plus

$▲▲▲▲▲▲▲▲▲▲2,450,000 in cash held outside the trust account, plus $20,000 of actual stockholder’s equity on June 1,

2021, less $8,750,000 of deferred underwriting commissions, less $9,134,667 of warrant liability.(2) The “as adjusted” calculation equals $250,000,000 of cash held in trust from the proceeds of this offering

and the sale of the private placement warrants▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲, plus $

▲▲▲▲▲▲▲▲▲▲2,450,000 in cash held outside the trust account, plus

$20,000 of actual stockholder’s equity on June 1, 2021.(3) The “as adjusted” calculation equals $8,750,000 of deferred underwriting commissions and $9,134,667 of

warrant liability, assuming the over-allotment option is not exercised.(4) The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less

the “as adjusted” stockholder’s equity, which is set to approximate the minimum net tangible assetsthreshold of at least $5,000,001 either immediately prior to or upon consummation of our initial businesscombination.

(5) Excludes 22,933,533 Class A common stock purchased in the public market which are subject toredemption in connection with our initial business combination. The “as adjusted” calculation equals the “asadjusted” total assets, less the “as adjusted” total liabilities, less the value of Class A common stock thatmay be redeemed in connection with our initial business combination ($10.00 per share).

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risksdescribed below, together with the other information contained in this prospectus, before making a decision toinvest in our units. If any of the following events occur, our business, financial condition and operating resultsmay be materially adversely affected. In that event, the trading price of our securities could decline, and youcould lose all or part of your investment.

Risks Relating to our Search for, or Inability to Consummate, a Business Combination and Post-BusinessCombination Risks

We are a blank check company with no operating history and no revenues, and you have no basis on whichto evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the State of Delaware with no operatingresults, and we will not commence operations until obtaining funding through this offering. Because we lack anoperating history, you have no basis upon which to evaluate our ability to achieve our business objective ofcompleting our initial business combination. We have no plans, arrangements or understandings with anyprospective target business concerning a business combination and may be unable to complete our initialbusiness combination. If we fail to complete our initial business combination, we will never generate anyoperating revenues.

Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination,and even if we hold a vote, holders of our founder shares will participate in such vote, which means we maycomplete our initial business combination even though a majority of our public stockholders do not supportsuch a combination.

We may choose not to hold a stockholder vote to approve our initial business combination if the businesscombination would not require stockholder approval under applicable law or stock exchange listingrequirements. Except as required by applicable law or, alternatively, stock exchange requirements, the decisionas to whether we will seek stockholder approval of a proposed business combination or will allow stockholders tosell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a varietyof business and other factors, such as the timing of the transaction and whether the terms of the transaction wouldotherwise require us to seek stockholder approval. Even if we seek stockholder approval, the holders of ourfounder shares will participate in the vote on such approval. Accordingly, we may complete our initial businesscombination even if a majority of our public stockholders do not approve of the business combination wecomplete. See the section entitled “Proposed Business—Stockholders May Not Have the Ability to Approve OurInitial Business Combination” for additional information.

Your ability to influence or otherwise affect the investment decision regarding a potential businesscombination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specificmerits or risks of our initial business combination. Since our board of directors may complete a businesscombination without seeking stockholder approval, public stockholders may not have the right or opportunity tovote on the business combination, unless we seek such stockholder vote. If a stockholder vote is not required andwe do not decide to hold a stockholder vote for business or other reasons, we will conduct the redemptionspursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers.Accordingly, your only opportunity to affect the investment decision regarding our initial business combinationmay be limited to exercising your redemption rights within the period of time (which will be at least 20 businessdays) set forth in our tender offer documents mailed to our public stockholders in which we describe our initialbusiness combination.

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If we seek stockholder approval of our initial business combination, our sponsor, officers and directors haveagreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

Our initial stockholders, including our sponsor, and▲▲▲their permitted transferees will own 20% of our

outstanding common stock immediately following the completion of this offering. Our sponsor, officers anddirectors also may from time to time purchase Class A common stock prior to our initial business combination.Our amended and restated certificate of incorporation will provide that, if we seek stockholder approval of ourinitial business combination, such initial business combination will be approved if we receive the affirmativevote of a majority of the shares voted at such meeting, including the founder shares. As a result, in addition to ourfounder shares, which are entitled to 20% of the combined voting power of the founder shares and all publicshares voting together as a single class, we would need 9,375,001, or 37.5% (assuming all outstanding shares arevoted and the over-allotment option is not exercised) or 1,562,501, or 6.25% (assuming only the minimumnumber of shares representing a quorum are voted and the over-allotment option is not exercised), of the25,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order tohave our initial business combination approved. Accordingly, if we seek stockholder approval of our initialbusiness combination, the agreement by our sponsor, officers and directors, and

▲▲▲their permitted transferees, to

vote in favor of our initial business combination will increase the likelihood that we will receive the requisitestockholder approval for such initial business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial conditionunattractive to potential business combination targets, which may make it difficult for us to enter into abusiness combination with a target.

We may enter into a business combination transaction agreement that imposes minimum cash requirementfor (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other generalcorporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public stockholdersexercise their redemption rights, we would not be able to meet such closing condition and, as a result, would notbe able to proceed with the business combination. Furthermore, in no event will we redeem our public shares inan amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting allproperly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or makeus unable to satisfy a minimum cash condition as described above, we would not proceed with such redemptionand the related business combination and may instead search for an alternate business combination. Prospectivetargets will be aware of these risks and, thus, may be reluctant to enter into a business combination transactionwith us.

The ability of our public stockholders to exercise redemption rights with respect to a large number of ourshares may not allow us to complete the most desirable business combination or optimize our capitalstructure.

At the time we enter into an agreement for our initial business combination, we will not know how manystockholders may exercise their redemption rights, and therefore will need to structure the transaction based onour expectations as to the number of shares that will be submitted for redemption. If our initial businesscombination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, orrequires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in thetrust account to meet such requirements, or arrange for third party financing. In addition, if a larger number ofshares is submitted for redemption than we initially expected, we may need to restructure the transaction toreserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additionalthird party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher thandesirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of theClass B common stock results in the issuance of shares of Class A common stock on a greater than one-to-onebasis upon conversion of the shares of Class B common stock at the time of our initial business combination. Inaddition, the amount of the deferred underwriting commissions payable to the underwriter will not be adjustedfor any shares that are redeemed in connection with an initial business combination. The per share amount we

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Donnelley Financial ADG bellt0lnNone

8*PMT 1C

VDI-W7-PFL-249714.4.13.0

will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferredunderwriting commission and after such redemptions, the amount held in trust will continue to reflect ourobligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability tocomplete 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 ourshares could increase the probability that our initial business combination would be unsuccessful and thatyou would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account topay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that ourinitial business combination would be unsuccessful is increased. If our initial business combination isunsuccessful, 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, atsuch time our shares may trade at a discount to the pro rata amount per share in the trust account. In eithersituation, you may suffer a material loss on your investment or lose the benefit of funds expected in connectionwith your exercise of redemption rights 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 24 months after the closing ofthis offering may give potential target businesses leverage over us in negotiating a business combinationand 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 ourinitial 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 willbe aware that we must complete our initial business combination within 24 months from the closing of thisoffering. 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 maybe unable to complete our initial business combination with any target business. This risk will increase as we getcloser to the timeframe described above. In addition, we may have limited time to conduct due diligence and mayenter into our initial business combination on terms that we would have rejected upon a more comprehensiveinvestigation.

Our search for a business combination, and any target business with which we ultimately consummate abusiness combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak andthe status of debt and equity markets.

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus(COVID-19) a global pandemic, leading to government-imposed quarantines, travel restrictions, “stay-at-home”orders and similar mandates requiring many individuals to substantially restrict daily activities and for businessesto curtail or cease normal operations. The COVID-19 outbreak has resulted in, and a significant outbreak of otherinfectious diseases could in the future result in, a widespread health crisis adversely affecting, or that couldadversely affect, the economies and financial markets worldwide, potentially including the business of anypotential target business with which we intend to consummate a business combination. Furthermore, we may beunable to complete a business combination at all if concerns relating to COVID-19 continue to restrict travel,limit the ability to have meetings with potential investors or make it impossible or impractical to negotiate andconsummate a transaction with the target company’s personnel, vendors and service providers in a timelymanner. The extent to which COVID-19 impacts our search for a business combination will depend on futuredevelopments, which are highly uncertain and cannot be predicted, including additional information which mayemerge concerning the severity of COVID-19 and the actions to contain COVID-19 or address its impact, amongothers. The disruptions posed by COVID-19 or other public health emergencies, diseases or matters of globalconcern could materially adversely affect our ability to consummate a business combination, or the operations ofa target business with which we ultimately consummate a business combination.

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In addition, our ability to consummate a transaction may depend on our ability to raise equity and debtfinancing which may be impacted by COVID-19 and other events, including as a result of increased marketvolatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or atall.

We may not be able to complete our initial business combination within 24 months after the closing of thisoffering, in which case we would cease all operations except for the purpose of winding up and we wouldredeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 pershare or less than such amount in certain circumstances, and our warrants will expire worthless

Our sponsor, officers and directors have agreed that we must complete our initial business combinationwithin 24 months from the closing of this offering. We may not be able to find a suitable target business andcomplete our initial business combination within such time period. Our ability to complete our initial businesscombination may be negatively impacted by general market conditions, volatility in the capital and debt marketsand the other risks described herein. If we have not completed our initial business combination within such timeperiod, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonablypossible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account, including interest (less amounts releasedto us to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of thenoutstanding public shares, which redemption will completely extinguish public stockholders’ rights asstockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly asreasonably possible following such redemption, subject to the approval of our remaining stockholders and ourboard of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to providefor claims of creditors and the requirements of other applicable law, in which case our public stockholders mayonly receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expireworthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reducedand the per-share redemption amount received by stockholders may be less than $10.00 per share” and the otherrisk factors herein.

If we seek stockholder approval of our initial business combination, our sponsor, officers and directors,advisors and their affiliates may elect to purchase shares or public warrants from public stockholders,which may influence a vote on a proposed business combination and reduce the public “float” of ourClass A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions orin the open market either prior to or following the completion of our initial business combination, although theyare under no obligation to do so. There is no limit on the number of shares our sponsor, directors, officers,advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and

▲▲▲▲Nasdaq rules. However, other than as expressly stated herein, our sponsor, directors, officers, advisors and theiraffiliates have no current commitments, plans or intentions to engage in such transactions and have notformulated any terms or conditions for any such transactions. None of the funds in the trust account will be usedto purchase shares or public warrants in such transactions. Such purchases may include a contractualacknowledgment that such stockholder, although still the record holder of our shares, is no longer the beneficialowner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privatelynegotiated 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 ofany such purchases of shares could be to vote such shares in favor of the business combination and therebyincrease the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing

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condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cashat the closing of our initial business combination, where it appears that such requirement would otherwise not bemet. The purpose of any such purchases of public warrants could be to reduce the number of public warrantsoutstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connectionwith our initial business combination. Any such purchases of our securities may result in the completion of ourinitial business combination that may not otherwise have been possible. We expect any such purchases will bereported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject tosuch reporting requirements. See “Proposed Business—Permitted Purchases of Our Securities” for a descriptionof how our sponsor, directors, officers, advisors or any of their affiliates will select which stockholders topurchase securities from in any private transaction.

In addition, if such purchases are made, the public “float” of our Class A common stock or public warrantsand the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain ormaintain 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 initialbusiness combination, or fails to comply with the procedures for tendering its shares, such shares may notbe redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions inconnection with our initial business combination. Despite our compliance with these rules, if a stockholder failsto receive our proxy materials or tender offer documents, as applicable, such stockholder may not become awareof the opportunity to redeem its shares. In addition, the proxy materials or tender offer documents, as applicable,that we will furnish to holders of our public shares in connection with our initial business combination willdescribe the various procedures that must be complied with in order to validly tender or submit public shares forredemption. For example, we intend to require our public stockholders seeking to exercise their redemptionrights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, eitherdeliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronicallyprior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxymaterials, this date may be up to two business days prior to the vote on the proposal to approve the initialbusiness combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend torequire a public stockholder seeking redemption of its public shares to also submit a written request forredemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner ofsuch shares is included. In the event that a stockholder fails to comply with these or any other proceduresdisclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See “ProposedBusiness—Submitting Stock Certificates in Connection with Redemption Rights.”

You will not have any rights or interests in funds from the trust account, except under certain limitedcircumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares orwarrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest tooccur of: (i) our completion of an initial business combination, and then only in connection with those shares ofClass A common stock that such stockholder properly elected to redeem, subject to the limitations describedherein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amendour amended and restated certificate of incorporation to modify the substance or timing of our obligation toredeem 100% of our public shares if we do not complete our initial business combination within 24 months fromthe closing of this offering or with respect to any other material provisions relating to stockholders’ rights orpre-initial business combination activity, and (iii) the redemption of our public shares if we do not complete aninitial business combination within 24 months from the closing of this offering, subject to applicable law and asfurther described herein. In addition, if our plan to redeem our public shares if we do not complete an initialbusiness combination within 24 months from the closing of this offering is not completed for any reason,

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compliance with Delaware law may require that we submit a plan of dissolution to our then- existingstockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, publicstockholders may be forced to wait beyond 24 months from the closing of this offering before they receive fundsfrom our trust account. In no other circumstances will a public stockholder have any right or interest of any kindin the trust account. Holders of warrants will not have any right to the proceeds held in the trust account withrespect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public sharesor warrants, potentially at a loss.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of this offering and the sale of the private placement warrants are intended to be usedto complete an initial business combination with a target business that has not been selected, we may be deemedto be a “blank check” company under the United States securities laws. However, because we will have nettangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placementwarrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things,this means our units will be immediately tradable and we will have a longer period of time to complete our initialbusiness combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless anduntil the funds in the trust account were released to us in connection with our completion of an initial businesscombination. For a more detailed comparison of our offering to offerings that comply with Rule 419, see“Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

If we seek stockholder approval of our initial business combination and we do not conduct redemptionspursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% ofour Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedcertificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholderor any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.”However, we will not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for oragainst our initial business combination. Your inability to redeem the Excess Shares will reduce your influenceover our ability to complete our initial business combination and you could suffer a material loss on yourinvestment in us if you sell Excess Shares in open market transactions. Additionally, you will not receiveredemption distributions with respect to the Excess Shares if we complete our initial business combination. Andas a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of suchshares, 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, itmay be more difficult for us to complete our initial business combination. If we do not complete our initialbusiness combination, our public stockholders may receive only their pro rata portion of the funds in thetrust account that are available for distribution to public stockholders, and our warrants will expireworthless.

We expect to encounter competition from other entities having a business objective similar to ours,including private investors (which may be individuals or investment partnerships), other blank check companiesand other entities, domestic and international, competing for the types of businesses we intend to acquire. Manyof these individuals and entities are well-established and have extensive experience in identifying and effecting,

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directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many ofthese competitors possess similar or greater technical, human and other resources to ours or more local industryknowledge than we do and our financial resources will be relatively limited when contrasted with those of manyof these competitors. While we believe there are numerous target businesses we could potentially acquire withthe net proceeds of this offering and the sale of the private placement warrants, our ability to compete withrespect to the acquisition of certain target businesses that are sizable will be limited by our available financialresources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certaintarget businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem theirshares for cash at the time of our initial business combination in conjunction with a stockholder vote or via atender offer. Target companies will be aware that this may reduce the resources available to us for our initialbusiness combination. Any of these obligations may place us at a competitive disadvantage in successfullynegotiating a business combination. If we do not complete our initial business combination, our publicstockholders may receive only their pro rata portion of the funds in the trust account that are available fordistribution to public stockholders, and our warrants will expire worthless.

If the net proceeds of this offering and the sale of the private placement warrants not being held in the trustaccount are insufficient to allow us to operate for at least the 24 months following the closing of theoffering, it could limit the amount available to fund our search for a target business or businesses andcomplete our initial business combination, and we will depend on loans from our sponsor or managementteam to fund our search and to complete our initial business combination.

Of the net proceeds of this offering, only $▲▲▲▲▲▲▲▲▲▲2,450,000 will be available to us initially outside the trust account

to fund our working capital requirements. We believe that, upon closing of this offering, the funds available to usoutside of the trust account will be sufficient to allow us to operate for at least the 24 months following suchclosing; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use aportion of the funds available to us to pay fees to consultants to assist us with our search for a target business. Wecould also use a portion of the funds as a down payment or in connection with obtaining a “no-shop” provision (aprovision in letters of intent or merger agreements designed to keep target businesses from “shopping” fortransactions with other companies or investors on terms more favorable to such target businesses) with respect toa particular proposed business combination, although we do not have any current intention to do so. If we enteredinto a letter of intent or merger agreement where we paid for the right to receive exclusivity from a targetbusiness and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), wemight not have sufficient funds to continue searching for, or conducting due diligence with respect to, a targetbusiness.

$▲▲800,000 of the proceeds of this offering has been allocated for the payment of offering expenses. In the

event that our offering expenses exceed our estimate of $▲▲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 woulddecrease by a corresponding amount. Conversely, in the event that the offering expenses are less than ourestimate of $

▲▲800,000, the amount of funds we intend to be held outside the trust account would increase by a

corresponding amount. The amount held in the trust account will not be impacted as a result of such increase ordecrease. 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, membersof our management team or any of their affiliates is under any obligation to advance funds to us in suchcircumstances. Any such advances would be repaid only from funds held outside the trust account or from fundsreleased to us upon completion of our initial business combination. Up to $1,500,000 of any loans made by oursponsor or its affiliates or our officers or directors to fund working capital deficiencies or finance transactioncosts in connection with an intended initial business combination may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would beidentical to the private placement warrants. Prior to the completion of our initial business combination, we do notexpect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe thirdparties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds

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in our trust account. If we do not complete our initial business combination because we do not have sufficientfunds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, ourpublic stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of ourpublic shares, and our warrants will expire worthless.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, ourofficers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in thetrust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, anyindemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trustaccount or (ii) we consummate an initial business combination. Our obligation to indemnify our officers anddirectors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of theirfiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigationagainst our officers and directors, even though such an action, if successful, might otherwise benefit us and ourstockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costsof settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Changes in the market for directors and officers liability insurance could make it more difficult and moreexpensive for us to negotiate and complete an initial business combination.

In recent months, the market for directors and officers liability insurance for special purpose acquisitioncompanies like us have changed in ways that may be adverse to us and our management team. Fewer insurancecompanies are offering quotes for directors and officers liability coverage, the premiums charged for suchpolicies have generally increased and the terms of such policies have generally become less favorable. Thesetrends may continue into the future.

The increased cost and decreased availability of directors and officers liability insurance could make it moredifficult and more expensive for us to negotiate an initial business combination. In order to obtain directors andofficers liability insurance or modify its coverage as a result of becoming a public company, the post-businesscombination entity might need to incur greater expense, accept less favorable terms or both. Any failure to obtainadequate directors and officers liability insurance could have an adverse impact on the post-business combinationentity’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers couldstill be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initialbusiness combination. As a result, in order to protect our directors and officers, the post-business combinationentity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The needfor run-off insurance would be an added expense for the post-business combination entity, and could interferewith or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

Subsequent to our completion of our initial business combination, we may be required to take write-downsor write-offs, restructuring and impairment or other charges that could have a significant negative effect onour financial condition, results of operations and the price of our securities, which could cause you to losesome or all of your investment.

Even if we conduct due diligence on a target business with which we combine, we cannot assure you thatthis diligence will identify all material issues that may be present with a particular target business, that it wouldbe possible to uncover all material issues through a customary amount of due diligence, or that factors outside ofthe target business and outside of our control will not later arise. As a result of these factors, we may be forced tolater write-down or write-off assets, restructure our operations, or incur impairment or other charges that couldresult in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may

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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 factthat we report charges of this nature could contribute to negative market perceptions about us or our securities. Inaddition, charges of this nature may cause us to violate net worth or other covenants to which we may be subjectas a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing topartially finance the initial business combination or thereafter. Accordingly, any stockholders or warrant holderswho choose to remain stockholders or warrant holders following the business combination could suffer areduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy forsuch reduction in value unless they are able to successfully claim that the reduction was due to the breach by ourofficers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfullybring a private claim under securities laws that the proxy materials or tender offer documents, as applicable,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 theper-share redemption amount received by stockholders may be less than $10.00 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 vendors, service providers, prospective target businesses and other entities withwhich we do business execute agreements with us waiving any right, title, interest or claim of any kind in or toany monies held in the trust account for the benefit of our public stockholders, such parties may not execute suchagreements, or even if they execute such agreements they may not be prevented from bringing claims against thetrust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or othersimilar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gainadvantage with respect to a claim against our assets, including the funds held in the trust account. If any thirdparty refuses to execute an agreement waiving such claims to the monies held in the trust account, ourmanagement will consider whether competitive alternatives are reasonably available to us and will only enterinto an agreement with such third party if management believes that such third party’s engagement would be inthe best interests of the company under the circumstances. Our independent registered public accounting firm andthe underwriter of this offering will not execute agreements with us waiving such claims to the monies held inthe trust account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver includethe engagement of a third party consultant whose particular expertise or skills are believed by management to besignificantly superior to those of other consultants that would agree to execute a waiver or in cases wheremanagement is unable to find a service provider willing to execute a waiver. In addition, there is no guaranteethat such entities will agree to waive any claims they may have in the future as a result of, or arising out of, anynegotiations, 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 do not complete our initial business combination within theprescribed timeframe, or upon the exercise of a redemption right in connection with our initial businesscombination, we will be required to provide for payment of claims of creditors that were not waived that may bebrought against us within the 10 years following redemption. Accordingly, the per-share redemption amountreceived by public stockholders could be less than the $10.00 per public share initially held in the trust account,due to claims of such creditors. Pursuant to a letter agreement, the form of which is filed as an exhibit to theregistration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us ifand to the extent any claims by a third party for services rendered or products sold to us, or a prospective targetbusiness with which we have entered into a written letter of intent, confidentiality or other similar agreement orbusiness combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00per public share and (ii) the actual amount per public share held in the trust account as of the date of theliquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trustassets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospectivetarget business that executed a waiver of any and all rights to the monies held in the trust account (whether or notsuch waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of this offering

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against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsorto reserve for such indemnification obligations, nor have we independently verified whether our sponsor hassufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities ofour company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As aresult, if any such claims were successfully made against the trust account, the funds available for our initialbusiness combination and redemptions could be reduced to less than $10.00 per public share. In such event, wemay not be able to complete our initial business combination, and you would receive such lesser amount pershare in connection with any redemption of your public shares. None of our officers or directors will indemnifyus for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our independent 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 publicstockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trustaccount if less than $10.00 per public share due to reductions in the value of the trust assets, in each case lesstaxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnificationobligations related to a particular claim, our independent directors would determine whether to take legal actionagainst our sponsor to enforce its indemnification obligations. While we currently expect that our independentdirectors would take legal action on our behalf against our sponsor to enforce its indemnification obligations tous, it is possible that our independent directors in exercising their business judgment and subject to their fiduciaryduties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemedby the independent directors to be too high relative to the amount recoverable or if the independent directorsdetermine that a favorable outcome is not likely. If our independent directors choose not to enforce theseindemnification obligations, the amount of funds in the trust account available for distribution to our publicstockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy courtmay seek to recover such proceeds, and the members of our board of directors may be viewed as havingbreached their fiduciary duties to our creditors, thereby exposing the members of our board of directors andus to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions receivedby stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferentialtransfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amountsreceived by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciaryduty to our creditors and/or having acted in bad faith, by paying public stockholders from the trust account priorto addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditorsin such proceeding may have priority over the claims of our stockholders and the per-share amount thatwould 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 bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in thetrust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate andsubject to the claims of third parties with priority over the claims of our stockholders. To the extent anybankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by ourstockholders in connection with our liquidation may be reduced.

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If we are deemed to be an investment company under the Investment Company Act, we may be required toinstitute burdensome compliance requirements and our activities may be restricted, which may make itdifficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may berestricted, including:

• restrictions on the nature of our investments; and

• restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination. In addition, we may haveimposed upon us burdensome requirements, including:

• registration as an investment company with the SEC;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations thatwe are not currently subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we canqualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holdingor trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. governmentsecurities and cash items) on an unconsolidated basis. Our business will be to identify and complete a businesscombination and thereafter to operate the post-transaction business or assets for the long term. We do not plan tobuy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelatedbusinesses 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.To this end, the proceeds held in the trust account may only be invested in United States “government securities”within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less orin money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment CompanyAct which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trusteeis not permitted to invest in other securities or assets. By restricting the investment of the proceeds to theseinstruments, and by having a business plan targeted at acquiring and growing businesses for the long term (ratherthan on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend toavoid being deemed an “investment company” within the meaning of the Investment Company Act.

This offering is not intended for persons who are seeking a return on investments in government securitiesor investment securities. The trust account is intended as a holding place for funds pending the earliest to occurof: (i) the completion of our initial business combination; (ii) the redemption of any public shares properlytendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation tomodify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete ourinitial business combination within 24 months from the closing of this offering; and (iii) absent an initial businesscombination within 24 months from the closing of this offering or with respect to any other material provisionsrelating to stockholders’ rights or pre-initial business combination activity, our return of the funds held in thetrust account to our public stockholders as part of our redemption of the public shares. If we do not invest theproceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we weredeemed to be subject to the Investment Company Act, compliance with these additional regulatory burdenswould require additional expenses for which we have not allotted funds and may hinder our ability to complete abusiness combination. If we do not complete our initial business combination, our public stockholders may onlyreceive their pro rata portion of the funds in the trust account that are available for distribution to publicstockholders, and our warrants will expire worthless.

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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affectour business, including our ability to negotiate and complete our initial business combination, and resultsof operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular,we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoringof, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations andtheir interpretation and application may also change from time to time and those changes could have a materialadverse effect on our business, investments and results of operations. In addition, a failure to comply withapplicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,including our ability to negotiate and complete our initial business combination, and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributionsreceived by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to theextent 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 ourpublic shares in the event we do not complete our initial business combination within 24 months from the closingof this offering may be considered a liquidating distribution under Delaware law. If a corporation complies withcertain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision forall claims against it, including a 60-day notice period during which any third-party claims can be brought againstthe corporation, a 90-day period during which the corporation may reject any claims brought, and an additional150-day waiting period before any liquidating distributions are made to stockholders, any liability ofstockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata shareof the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barredafter the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon asreasonably possible following the 24-month anniversary of the closing of this offering in the event we do notcomplete our initial business combination and, therefore, we do not intend to comply with the foregoingprocedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt aplan, based on facts known to us at such time that will provide for our payment of all existing and pending claimsor 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 tosearching 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 complieswith Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limitedto the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, andany liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannotassure you that we will properly assess all claims that may be potentially brought against us. As such, ourstockholders could potentially be liable for any claims to the extent of distributions received by them (but nomore) 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 theredemption of our public shares in the event we do not complete our initial business combination within 24months from the closing of this offering is not considered a liquidating distribution under Delaware law and suchredemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that aparty may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of theDGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemptiondistribution, instead of three years, as in the case of a liquidating distribution.

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We may not hold an annual meeting of stockholders until after the consummation of our initial businesscombination, which could delay the opportunity for our stockholders to elect directors.

In accordance with▲▲▲▲Nasdaq corporate governance requirements, we are not required to hold an annual

meeting until no later than one year after our first fiscal year end following our listing on▲▲▲▲Nasdaq. Under

Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for thepurposes of electing directors in accordance with our bylaws unless such election is made by written consent inlieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to theconsummation of our initial business combination, and thus we may not be in compliance with Section 211(b) ofthe DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meetingprior to the consummation of our initial business combination, they may attempt to force us to hold one bysubmitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Inaddition, prior to our business combination (a) as holders of our Class A common stock, our public stockholderswill not have the right to vote on the appointment of our directors and (b) holders of a majority of the outstandingshares of our Class B common stock may remove a member of our board of directors for any reason.

The grant of registration rights to our▲▲▲▲▲▲▲initial stockholders and

▲▲▲their permitted transferees may make it more

difficult to complete our initial business combination, and the future exercise of such rights may adverselyaffect the market price of our shares of Class A common stock.

Pursuant to an agreement to be entered into on or prior to the closing of this offering, our▲▲▲▲▲▲▲▲initial stockholders

and▲▲▲their permitted transferees can demand that we register the shares of Class A common stock into which

founder shares are convertible, holders of our private placement warrants and their permitted transferees candemand that we register the private placement warrants and the Class A common stock issuable upon exercise ofthe private placement warrants and holders of warrants that may be issued upon conversion of working capitalloans may demand that we register such warrants or the Class A common stock issuable upon conversion of suchwarrants. We will bear the cost of registering these securities. The registration and availability of such asignificant number of securities for trading in the public market may have an adverse effect on the market priceof our Class A common stock. In addition, the existence of the registration rights may make our initial businesscombination more costly or difficult to conclude. This is because the stockholders of the target business mayincrease the equity stake they seek in the combined entity or ask for more cash consideration to offset thenegative impact on the market price of our Class A common stock that is expected when the shares of commonstock owned by our


▲▲▲their permitted transferees are registered.

Because we are not limited to evaluating a target business in a particular industry sector nor have weselected any specific target businesses with which to pursue our initial business combination, you will beunable to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a prospective initial business combination target will not be limited to a particularindustry or sector. While we may pursue an initial business combination target in any stage of its corporateevolution or in any industry, we currently intend to focus on identifying businesses that can benefit from ourmanagement team’s operational experience, strategic guidance and network of industry connections. Ouramended and restated certificate of incorporation prohibits us from effectuating a business combination withanother blank check company or similar company with nominal operations. Because we have not yet selected orapproached any specific target business with respect to a business combination, there is no basis to evaluate thepossible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,financial condition or prospects. To the extent we complete our initial business combination, we may be affectedby numerous risks inherent in the business operations with which we combine. For example, if we combine witha financially unstable business or an entity lacking an established record of sales or earnings, we may be affectedby 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, wecannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have

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adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control andleave 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 units will ultimately prove to be more favorable to investorsthan a direct investment, if such opportunity were available, in a business combination target. Accordingly, anystockholders or warrant holders who choose to remain stockholders or warrant holders following the businesscombination could suffer a reduction in the value of their securities. Such stockholders or warrant holders areunlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reductionwas due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or ifthey are able to successfully bring a private claim under securities laws that the proxy materials or tender offerdocuments, as applicable, relating to the business combination contained an actionable material misstatement ormaterial omission.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets maybecome scarcer and there may be increased competition for attractive targets. This could increase the costof our initial business combination or result in our inability to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies that have been formed has increasedsubstantially. Many potential targets for special purpose acquisition companies have already entered into aninitial business combination, and there are still many special purpose acquisition companies preparing for aninitial public offering, as well as many such companies currently in registration. As a result, at times, fewerattractive targets may be available to consummate an initial business combination. Additionally, because thereare more special purpose acquisition companies seeking to enter into an initial business combination withavailable targets, the competition for available targets with attractive fundamentals or business models mayincrease, which could cause targets companies to demand improved financial terms. Attractive deals could alsobecome scarcer for other reasons, such as adverse changes in international, national, regional or local economic,demographic and market conditions, as well as global health crises such as the COVID-19 pandemic, geopoliticaltensions, or increases in the cost of additional capital needed to close business combinations or operate targetspost-business combination. Any of these factors could increase the cost of, delay or otherwise complicate orfrustrate our ability to find and consummate an initial business combination, and may result in our inability toconsummate an initial business combination on terms favorable to our investors altogether.

If we acquire a technology or technology-enabled business, our future operations will be subject to risksassociated with this sector.

While we may pursue an initial business combination target in any stage of its corporate evolution or in anyindustry, we currently intend to focus on identifying businesses that can benefit from our management team’soperational experience, strategic guidance and network of industry connections. Because we have not yetidentified or approached any specific target business, we cannot provide specific risks of any businesscombination. However, risks inherent in investments in this sector include risks that are traditionally associatedwith investments in technology businesses, which may include, but are not limited to, the following:

• adverse changes in international, national, regional or local economic, demographic and marketconditions, as well as global health crises, such as the COVID-19 pandemic, all of which may materiallyadversely affect market demand and pricing;

• if we do not develop successful new products or improve existing ones, our business will suffer;

• the disruption or failure of our networks, systems, platform or technology that frustrate or thwart ourusers’ ability to access our products and services, which may cause our users, advertisers, and partners tocut back on or stop using our products and services altogether, which could harm our business;

• we may invest in new lines of business that could fail to attract or retain users or generate revenue;

• an inability to deal with our or customers’ privacy concerns;

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• mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of ourproducts, which could harm our business and reputation;

• the inability to manage rapid change, increasing consumer expectations and growth;

• litigation and other legal proceedings, including related to licenses or enforcement of intellectual propertyrights on which our business may depend;

• if we are unable to protect our intellectual property, the value of our brand and other intangible assets maybe diminished, and our business may be seriously harmed;

• components used in our products may fail as a result of a manufacturing, design, or other defect overwhich we have no control, and render our devices inoperable;

• the ability to attract and retain highly skilled employees; and

• civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters and acts ofwar or terrorism, which may result in uninsured losses.

Any of the foregoing could have an adverse impact on our operations following a business combination.However, our efforts in identifying prospective target businesses will not be limited to companies that service thetechnology or technology-enabled sectors. Accordingly, if we acquire a target business in another industry, theserisks we will be subject to risks attendant with the specific industry in which we operate or target business whichwe acquire, which may or may not be different than those risks listed above.

Although we have identified general criteria and guidelines that we believe are important in evaluatingprospective target businesses, we may enter into our initial business combination with a target that does notmeet such criteria and guidelines, and as a result, the target business with which we enter into our initialbusiness 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 ispossible that a target business with which we enter into our initial business combination will not have all of thesepositive attributes. If we complete our initial business combination with a target that does not meet some or all ofthese guidelines, such combination may not be as successful as a combination with a business that does meet allof our general criteria and guidelines. In addition, if we announce a prospective business combination with atarget that does not meet our general criteria and guidelines, a greater number of stockholders may exercise theirredemption rights, which may make it difficult for us to meet any closing condition with a target business thatrequires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of thetransaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, itmay be more difficult for us to attain stockholder approval of our initial business combination if the targetbusiness does not meet our general criteria and guidelines. If we do not complete our initial businesscombination, our public stockholders may only receive their pro rata portion of the funds in the trust account thatare available for distribution to public stockholders, and our warrants will expire worthless.

We may seek acquisition opportunities with an early stage company, a financially unstable business or anentity lacking an established record of revenue or earnings, which could subject us to volatile revenues orearnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with an early stage company, a financiallyunstable business or an entity lacking an established record of revenues or earnings, we may be affected bynumerous risks inherent in the operations of the business with which we combine. These risks include investingin a business without a proven business model and with limited historical financial data, volatile revenues orearnings and difficulties in obtaining and retaining key personnel. Although our officers and directors willendeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain orassess all 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 chancesthat those risks will adversely impact a target business.

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We are not required to obtain an opinion from an independent investment banking firm or from a valuationor appraisal firm, and consequently, you may have no assurance from an independent source that the pricewe are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board of directorscannot independently determine the fair market value of the target business or businesses (including with theassistance of financial advisors), we are not required to obtain an opinion from an independent investmentbanking firm or from a valuation or appraisal firm that the price we are paying is fair to our company from afinancial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our boardof directors, who will determine fair market value based on standards generally accepted by the financialcommunity. Such standards used will be disclosed in our proxy materials or tender offer documents, asapplicable, related to our initial business combination.

We may issue additional shares of Class A common stock or shares of preferred stock to complete our initialbusiness combination or under an employee incentive plan after completion of our initial businesscombination. We may also issue shares of Class A common stock upon the conversion of our foundershares at a ratio greater than one-to-one at the time of our initial business combination as a result of theanti-dilution provisions contained in our amended and restated certificate of incorporation. Any suchissuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation will authorize the issuance of up to 250,000,000shares of Class A common stock, par value $0.0001 per share, 25,000,000 shares of Class B common stock, parvalue $0.0001 per share, and 2,500,000 shares of preferred stock, par value $0.0001 per share.

Immediately after this offering, there will be 225,000,000 and 18,750,000 (assuming in each case that theunderwriter has not exercised its over-allotment option and the forfeiture of 937,500 shares of Class B commonstock) authorized but unissued shares of Class A common stock and Class B common stock, respectively,available for issuance which amount does not take into account shares reserved for issuance upon exercise ofoutstanding warrants or shares issuable upon conversion of the Class B common stock. The Class B commonstock is automatically convertible into Class A common stock at the time of the consummation of our initialbusiness combination, initially at a one-for-one ratio but subject to adjustment as described herein and in ouramended and restated certificate of incorporation. Immediately after this offering, there will be no shares ofpreferred stock issued and outstanding.

We may issue a substantial number of additional shares of Class A common stock or shares of preferredstock to complete our initial business combination or under an employee incentive plan after completion of ourinitial business combination. We may also issue shares in connection with the redemption of our warrants asdescribed in “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Redemptionof Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00” or shares ofClass A common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at thetime of our initial business combination as a result of the anti-dilution provisions as set forth in our amended andrestated certificate of incorporation.

However, our amended and restated certificate of incorporation will provide, among other things, that priorto our initial business combination, we may not issue additional shares that would entitle the holders thereof to(i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial businesscombination or (b) to approve an amendment to our amended and restated certificate of incorporation to(x) extend the time we have to consummate a business combination beyond 24 months from the closing of thisoffering or (y) amend the foregoing provisions. These provisions of our amended and restated certificate ofincorporation, like all provisions of our amended and restated certificate of incorporation, may be amended witha stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:

• may significantly dilute the equity interest of investors in this offering;

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• may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued withrights senior to those afforded our Class A common stock;

• could cause a change in control if a substantial number of shares of Class A common stock is issued,which may affect, among other things, our ability to use our net operating loss carry forwards, if any, andcould result in the resignation or removal of our present officers and directors; and

• may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

Resources could be expended in researching business combinations that are not completed, which couldmaterially adversely affect subsequent attempts to locate and acquire or merge with another business. If wehave not completed our initial business combination within the required time period, our publicstockholders may only receive their pro rata portion of the funds in the trust account that are available fordistribution to public stockholders, and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting andexecution of relevant agreements, disclosure documents and other instruments will require substantialmanagement time and attention and substantial costs for accountants, attorneys and others. If we decide not tocomplete a specific initial business combination, the costs incurred up to that point for the proposed transactionlikely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, wemay fail to complete our initial business combination for any number of reasons including those beyond ourcontrol. Any such event will result in a loss to us of the related costs incurred which could materially adverselyaffect subsequent attempts to locate and acquire or merge with another business. If we have not completed ourinitial business combination within the required time period, our public stockholders may only receive their prorata portion of the funds in the trust account that are available for distribution to public stockholders, and ourwarrants will expire worthless.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a businesscombination, which may adversely affect our leverage and financial condition and thus negatively impactthe value of our stockholders’ investment in us.

Although we have no commitments as of the date of this prospectus to issue any notes or other debtsecurities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debtto complete our initial business combination. We and our officers have agreed that we will not incur anyindebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind inor to the monies held in the trust account. As such, no issuance of debt will affect the per share amount availablefor redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negativeeffects, including:

• default and foreclosure on our assets if our operating revenues after an initial business combination areinsufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interestpayments when due if we breach certain covenants that require the maintenance of certain financial ratiosor reserves without a waiver or renegotiation of those covenants;

• our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

• our inability to obtain necessary additional financing if the debt contains covenants restricting our abilityto obtain such financing while the debt is outstanding;

• our inability to pay dividends on our Class A common stock;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce thefunds available for dividends on our Class A common stock if declared, expenses, capital expenditures,acquisitions and other general corporate purposes;

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• limitations on our flexibility in planning for and reacting to changes in our business and in the industry inwhich we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions andadverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,debt service requirements, execution of our strategy and other purposes and other disadvantages comparedto our competitors who have less debt.

We may issue our shares to investors in connection with our initial business combination at a price that isless than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in private placementtransactions (so-called PIPE transactions) at a price of $10.00 per share or which approximates the per-shareamounts in our trust account at such time, which is generally approximately $10.00. The purpose of suchissuances, among other things, may be to enable us to provide sufficient liquidity to the post-businesscombination entity. The price of the shares we issue may therefore be less, and potentially significantly less, thanthe market price for our shares at such time.

We may only be able to complete one business combination with the proceeds of this offering and the sale ofthe private placement warrants, which will cause us to be solely dependent on a single business which mayhave a limited number of products or services. This lack of diversification may negatively impact ouroperations and profitability.

We estimate that the net proceeds from the sale of the units in this offering and the sale of the privateplacement warrants for an aggregate purchase price of $

▲▲▲▲▲▲▲▲▲▲▲258,250,000 (or $

▲▲▲▲▲▲▲▲▲▲▲296,500,000 if the underwriter’s over-

allotment option is exercised in full), after deducting offering expenses of approximately $▲▲800,000 and

underwriting commissions of $5,000,000 (or $5,750,000 if the underwriter’s over-allotment option is exercisedin full) (excluding deferred underwriting commissions of $8,750,000, or $10,062,500 if the underwriter’s over-allotment option is exercised in full), will be $

▲▲▲▲▲▲▲▲▲▲▲252,450,000 (or $

▲▲▲▲▲▲▲▲▲▲▲289,950,000 if the underwriter’s over-allotment

option is exercised in full). We may effectuate our initial business combination with a single target business ormultiple target businesses simultaneously or within a short period of time.

However, we may not be able to effectuate our initial business combination with more than one targetbusiness because of various factors, including the existence of complex accounting issues and the requirementthat we prepare and file pro forma financial statements with the SEC that present operating results and thefinancial condition of several target businesses as if they had been operated on a combined basis. By completingour initial business combination with only a single entity, our lack of diversification may subject us to numerouseconomic, competitive and regulatory developments. Further, we would not be able to diversify our operations orbenefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have theresources to complete several business combinations in different industries or different areas of a single industry.Accordingly, the prospects for our success may be:

• solely dependent upon the performance of a single business, property or asset, or

• dependent upon the development or market acceptance of a single or limited number of products,processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any orall of which may have a substantial adverse impact upon the particular industry in which we may operatesubsequent to our initial business combination.

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We may attempt to complete business combinations simultaneously with multiple prospective targets, whichmay hinder our ability to complete our initial business combination and give rise to increased costs andrisks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we willneed for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closingsof the other business combinations, which may make it more difficult for us, and delay our ability, to completeour initial business combination. With multiple business combinations, we could also face additional risks,including additional burdens and costs with respect to possible multiple negotiations and due diligenceinvestigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation ofthe operations and services or products of the acquired companies in a single operating business. If we are unableto adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which littleinformation is available, which may result in a business combination with a company that is not asprofitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combinationwith a privately held company. Very little public information generally exists about private companies, and wecould be required to make our decision on whether to pursue a potential initial business combination on the basisof limited information, which may result in a business combination with a company that is not as profitable as wesuspected, if at all.

Our management team may not be able to maintain our control of a target business after our initialbusiness combination. We cannot provide assurance that, upon loss of control of a target business, newmanagement will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our publicstockholders own shares will own less than 100% of the equity interests or assets of a target business, but we willonly complete such a business combination if the post-transaction company owns or acquires 50% or more of theoutstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient forus not to be required to register as an investment company under the Investment Company Act. We will notconsider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% ormore of the voting securities of the target business, our stockholders prior to the business combination maycollectively own a minority interest in the post business combination company, depending on valuations ascribedto the target and us in the business combination. For example, we could pursue a transaction in which we issue asubstantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock,shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However,as a result of the issuance of a substantial number of new shares of Class A common stock, our stockholdersimmediately prior to such transaction could own less than a majority of our outstanding Class A common stocksubsequent to such transaction. In addition, other minority stockholders may subsequently combine theirholdings resulting in a single person or group obtaining a larger share of the company’s shares than we initiallyacquired. Accordingly, this may make it more likely that our management will not be able to maintain our controlof the target business. We cannot provide assurance that, upon loss of control of a target business, newmanagement will possess the skills, qualifications or abilities necessary to profitably operate such business.

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We do not have a specified maximum redemption threshold, except that in no event will we redeem ourpublic shares in an amount that would cause our net tangible assets to be less than $5,000,001. The absenceof such a redemption threshold may make it possible for us to complete our initial business combinationwith which a substantial majority of our stockholders or warrant holders do not agree.

Our amended and restated certificate of incorporation does not provide a specified maximum redemptionthreshold, except that in no event will we redeem our public shares in an amount that would cause our nettangible assets to be less than $5,000,001. As a result, we may be able to complete our initial businesscombination even though a substantial majority of our public stockholders do not agree with the transaction andhave redeemed their shares or, if we seek stockholder approval of our initial business combination and do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, haveentered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or anyof their affiliates.

In order to effectuate an initial business combination, special purpose acquisition companies have, in therecent past, amended various provisions of their charters and other governing instruments, including theirwarrant agreements. We cannot assure you that we will not seek to amend our amended and restatedcertificate of incorporation or governing instruments in a manner that will make it easier for us to completeour initial business combination that our stockholders may not support.

In order to effectuate a business combination, special purpose acquisition companies have, in the recentpast, amended various provisions of their charters and governing instruments, including their warrantagreements. For example, special purpose acquisition companies have amended the definition of businesscombination, increased redemption thresholds and extended the time to consummate an initial businesscombination and, with respect to their warrants, amended their warrant agreements to require the warrants to beexchanged for cash and/or other securities. Amending our amended and restated certificate of incorporation andour warrant agreement will generally require a vote of holders of at least 50% of our common stock or holders ofat least 50% of the public warrants, as applicable, and, solely with respect to any amendment to the terms of theprivate placement warrants or any provision of the warrant agreement with respect to the private placementwarrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended andrestated certificate of incorporation will require us to provide our public stockholders with the opportunity toredeem their public shares for cash if we propose an amendment to our amended and restated certificate ofincorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we donot complete an initial business combination within 24 months of the closing of this offering or with respect toany other material provisions relating to stockholders’ rights or pre-initial business combination activity. To theextent any of such amendments would be deemed to fundamentally change the nature of the securities offeredthrough this registration statement, we would register, or seek an exemption from registration for, the affectedsecurities. We cannot assure you that we will not seek to amend our charter or governing instruments or extendthe time to consummate an initial business combination in order to effectuate our initial business combination.

We may be unable to obtain additional financing to complete our initial business combination or to fund theoperations and growth of a target business, which could compel us to restructure or abandon a particularbusiness combination.

We have not selected any specific business combination target but may target businesses with enterprisevalues that are greater than we could acquire with the net proceeds of this offering and the sale of the privateplacement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from thetrust account, net of amounts needed to satisfy any redemption by public stockholders, we may be required toseek additional financing to complete such proposed initial business combination. Such financing may not beavailable on acceptable terms, if at all. To the extent that additional financing proves to be unavailable whenneeded to complete our initial business combination, we would be compelled to either restructure the transactionor abandon that particular business combination and seek an alternative target business candidate. Further, we

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may be required to obtain additional financing in connection with the closing of our initial business combinationfor general corporate purposes, including for maintenance or expansion of operations of the post-transactionbusinesses, the payment of principal or interest due on indebtedness incurred in completing our initial businesscombination, or to fund the purchase of other companies. If we do not complete our initial business combination,our public stockholders may only receive their pro rata portion of the funds in the trust account that are availablefor distribution to public stockholders, and our warrants will expire worthless. In addition, even if we do not needadditional financing to complete our initial business combination, we may require such financing to fund theoperations or growth of the target business. The failure to secure additional financing could have a materialadverse effect on the continued development or growth of the target business. None of our officers, directors orstockholders is required to provide any financing to us in connection with or after our initial businesscombination.

Because we must furnish our stockholders with target business financial statements, we may lose the abilityto complete an otherwise advantageous initial business combination with some prospective targetbusinesses.

The federal securities laws require that the proxy statement with respect to the vote on an initial businesscombination include historical and pro forma financial statement disclosure. We will include the same financialstatement disclosure in connection with our tender offer documents, whether or not they are required under thetender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciledto, accounting principles generally accepted in the United States of America (“GAAP”), or international financialreporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on thecircumstances and the historical financial statements may be required to be audited in accordance with thestandards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may acquirebecause some targets may be unable to provide such financial statements in time for us to disclose suchstatements in accordance with federal securities laws and complete our initial business combination within theprescribed time frame.

We are an emerging growth company and a smaller reporting company within the meaning of theSecurities Act, and if we take advantage of certain exemptions from disclosure requirements available toemerging growth companies or smaller reporting companies, this could make our securities less attractiveto investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBSAct, and we may take advantage of certain exemptions from various reporting requirements that are applicable toother public companies that are not emerging growth companies including, but not limited to, not being requiredto comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation andstockholder approval of any golden parachute payments not previously approved. As a result, our stockholdersmay not have access to certain information they may deem important. We could be an emerging growth companyfor up to five years, although circumstances could cause us to lose that status earlier, including if the marketvalue of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before thattime, in which case we would no longer be an emerging growth company as of the following December 31. Wecannot predict whether investors will find our securities less attractive because we will rely on these exemptions.If some investors find our securities less attractive as a result of our reliance on these exemptions, the tradingprices of our securities may be lower than they otherwise would be, there may be a less active trading market forour securities and the trading prices of our securities may be more volatile.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required tocomply with new or revised financial accounting standards until private companies (that is, those that have nothad a Securities Act registration statement declared effective or do not have a class of securities registered underthe Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Actprovides that a company can elect to opt out of the extended transition period and comply with the requirementsthat apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have electednot to opt out of such extended transition period, which means that when a standard is issued or revised and it hasdifferent application dates for public or private companies, we, as an emerging growth company, can adopt thenew or revised standard at the time private companies adopt the new or revised standard. This may makecomparison of our financial statements with another public company which is neither an emerging growthcompany nor an emerging growth company that has opted out of using the extended transition period difficult orimpossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smallerreporting companies may take advantage of certain reduced disclosure obligations, including, among otherthings, providing only two years of audited financial statements. We will remain a smaller reporting companyuntil the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliatesequals or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded$100 million during such completed fiscal year and the market value of our common stock held by non-affiliatesequals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduceddisclosure obligations, it may also make comparison of our financial statements with other public companiesdifficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate ourinitial business combination, require substantial financial and management resources, and increase thetime and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internalcontrols beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in theevent we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerginggrowth company, will we be required to comply with the independent registered public accounting firmattestation requirement on our internal control over financial reporting. The fact that we are a blank checkcompany makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us ascompared to other public companies because a target business with which we seek to complete our initialbusiness combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regardingadequacy of its internal controls. The development of the internal controls of any such entity to achievecompliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any suchbusiness combination.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit atakeover of us, which could limit the price investors might be willing to pay in the future for our shares ofClass A common stock and could entrench management.

Our amended and restated certificate of incorporation will contain provisions that may discourageunsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions willinclude the ability of the board of directors to designate the terms of, and issue, new series of preferred stock, andthe fact that prior to the completion of our initial business combination only holders of shares of our Class Bcommon stock, which have been issued to our sponsor, are entitled to vote on the election and removal ofdirectors, which may make more difficult the removal of management and may discourage transactions thatotherwise could involve payment of a premium over prevailing market prices for our securities. We are alsosubject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control.Together these provisions may make the removal of management more difficult and may discourage transactionsthat otherwise could involve payment of a premium over prevailing market prices for our securities.

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Provisions in our amended and restated certificate of incorporation and Delaware law may have the effectof discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation will require, unless we consent in writing to theselection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) anyaction asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or ourstockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant toany provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any actionasserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may bebrought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court ofChancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdictionof the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court ofChancery within 10 days following such determination), (B) which is vested in the exclusive jurisdiction of acourt or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subjectmatter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and thefederal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outsideof Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on suchstockholder’s counsel. Notwithstanding the foregoing, our amended and restated certificate of incorporation willprovide that this exclusive forum provision will not apply to suits arising under the Exchange Act or any otherclaim for which federal courts have exclusive jurisdiction.

Although we believe this provision benefits us by providing increased consistency in the application ofDelaware law in the types of lawsuits to which it applies, a court may determine that this provision isunenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuitsagainst our directors and officers, although our stockholders will not be deemed to have waived our compliancewith federal securities laws and the rules and regulations thereunder.

Our independent registered public accounting firm’s report contains an explanatory paragraph thatexpresses substantial doubt about our ability to continue as a “going concern.”

As of June 1, 2021, we had $25,000 in cash and a working capital deficit of approximately $240,000(excluding deferred offering costs). Further, we have incurred and expect to continue to incur significant costs inpursuit of our financing and acquisition plans. Our management plans to address this need for capital through thisoffering. We cannot assure you that our plans to raise capital or to consummate our initial business combinationwill be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going concern. Thefinancial statements do not include any adjustments that might result from our inability to consummate thisoffering or our inability to continue as a going concern.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operationaldisruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications andservices, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, orsecurity breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud,could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidentialdata. As an early stage company without significant investments in data security protection, we may not besufficiently protected against such occurrences. We may not have sufficient resources to adequately protectagainst, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of theseoccurrences, or a combination of them, could have adverse consequences on our business and lead to financialloss.

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Risks Relating to our Sponsor and Management Team

Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with ourmanagement’s financial interest in consummating our initial business combination, may lead managementto enter into an acquisition agreement that is not in the best interest of our stockholders.

Subject to the requirement that our initial business combination must be with one or more target businessesor assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding anydeferred underwriters’ fees and taxes payable on the income earned on the trust account) at the time of theagreement to enter into such initial business combination, we will have virtually unrestricted flexibility inidentifying and selecting a prospective acquisition candidate. Investors will be relying on management’s abilityto identify business combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations.Management’s flexibility in identifying and selecting a prospective acquisition candidate, along withmanagement’s financial interest in consummating our initial business combination, may lead management toenter into an acquisition agreement that is not in the best interest of our stockholders, which would be the case ifthe trading price of our shares of common stock after giving effect to such business combination was less thanthe per-share trust liquidation value that our stockholders would have received if we had dissolved withoutconsummating our initial business combination.

Past performance by our management team or their affiliates, including investments and transactions inwhich they have participated and businesses with which they have been associated, may not be indicative offuture performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team and theiraffiliates, or businesses associated with them, is presented for informational purposes only. Past performance bysuch individuals and entities is not a guarantee either (i) of success with respect to any business combination wemay consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination.You should not rely on the historical record of the performance of our management team or their affiliates orbusinesses associated with them as indicative of our future performance of an investment in us or the returns wewill, or are likely to, generate going forward.

We may seek business combination opportunities in industries outside of the technology or technology-enabled sectors which may or may not 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 businesscombination candidate is presented to us and we determine that such candidate offers an attractive acquisitionopportunity for our company. Although our management will endeavor to evaluate the risks inherent in anyparticular business combination candidate, we may not adequately ascertain or assess all of the risks. Aninvestment in our units may ultimately prove to be less favorable to investors in this offering than a directinvestment, if an opportunity were available, in a business combination candidate.

In the event we elect to pursue a business combination 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 informationcontained in this prospectus regarding the areas of our management’s expertise would not be relevant to anunderstanding of the business that we elect to acquire.

We depend upon our executive officers and directors and their loss could adversely affect our ability tooperate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executiveofficers and directors. We believe that our success depends on the continued service of our officers and directors,at least until we have completed our initial business combination. In addition, our executive officers and directorsare not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts ofinterest in allocating their time among various business activities, including identifying potential businesscombinations and monitoring the related due diligence. We do not have an employment agreement with, orkey-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the servicesof one or more of our directors or executive officers could have a detrimental effect on us.

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Our ability to successfully effect our initial business combination and to be successful thereafter will bedependent upon the efforts of our key personnel, some of whom may join us following our initial businesscombination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our keypersonnel. The role of our key personnel in the target business, however, cannot presently be ascertained.Although some of our key personnel may remain with the target business in senior management or advisorypositions following our initial business combination, it is likely that some or all of the management of the targetbusiness will remain in place. While we intend to closely scrutinize any individuals we engage after our initialbusiness combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC,which could cause us to have to expend time and resources helping them become familiar with suchrequirements.

Our key personnel may negotiate employment or consulting agreements with a target business inconnection with a particular business combination, and a particular business combination may beconditioned on the retention or resignation of such key personnel. These agreements may provide for themto receive compensation following our initial business combination and as a result, may cause them to haveconflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial businesscombination only if they are able to negotiate employment or consulting agreements in connection with thebusiness combination. Such negotiations would take place simultaneously with the negotiation of the businesscombination and could provide for such individuals to receive compensation in the form of cash payments and/orour securities for services they would render to us after the completion of the business combination. Suchnegotiations also could make such key personnel’s retention or resignation a condition to any such agreement.The personal and financial interests of such individuals may influence their motivation in identifying andselecting a target business, subject to their fiduciary duties under Delaware law.

We may have a limited ability to assess the management of a prospective target business and, as a result,may effect our initial business combination with a target business whose management may not have theskills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective targetbusiness, our ability to assess the target business’s management may be limited due to a lack of time, resourcesor information. Our assessment of the capabilities of the target business’s management, therefore, may prove tobe incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the targetbusiness’s management not possess the skills, qualifications or abilities necessary to manage a public company,the operations and profitability of the post-combination business may be negatively impacted. Accordingly, anystockholders or warrant holders who choose to remain stockholders or warrant holders following the businesscombination could suffer a reduction in the value of their securities. Such stockholders or warrant holders areunlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reductionwas due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or ifthey are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offermaterials, as applicable, relating to the business combination contained an actionable material misstatement ormaterial omission.

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The officers and directors of an acquisition candidate may resign upon completion of our initial businesscombination. The loss of a business combination target’s key personnel could negatively impact theoperations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial businesscombination cannot be ascertained at this time. Although we contemplate that certain members of an acquisitioncandidate’s management team will remain associated with the acquisition candidate following our initial businesscombination, it is possible that members of the management of an acquisition candidate will not wish to remainin place.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts ofinterest in their determination as to how much time to devote to our affairs. This conflict of interest couldhave a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are not required to, and will not, commit their full time to our affairs,which may result in a conflict of interest in allocating their time between our operations and our search for abusiness combination and their other businesses. We do not intend to have any full-time employees prior to thecompletion of our initial business combination. Certain of our executive officers are engaged in several otherbusiness endeavors for which he or she may be entitled to substantial compensation, and our executive officersare not obligated to contribute any specific number of hours per week to our affairs. Our independent directorsalso serve as officers and board members for other entities. If our executive officers’ and directors’ otherbusiness affairs require them to devote substantial amounts of time to such affairs in excess of their currentcommitment levels, it could limit their ability to devote time to our affairs which may have a negative impact onour ability to complete our initial business combination. For a complete discussion of our executive officers’ anddirectors’ other business affairs, see “Management—Officers, Directors and Director Nominees.”

Certain of our officers and directors presently have, and any of them in the future may have, additionalfiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest indetermining to which entity a particular business opportunity should be presented.

Following the completion of this offering and until we consummate our initial business combination, weintend to engage in the business of identifying and combining with one or more businesses. Certain of ourofficers and directors presently have, and any of them in the future may have, additional fiduciary or contractualobligations to other entities, pursuant to which such officer or director is or will be required to present a businesscombination opportunity to such entity.

In addition, our directors and officers may become aware of business opportunities which may beappropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties.Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunityshould be presented. These conflicts may not be resolved in our favor and a potential target business may bepresented to other entities prior to its presentation to us, subject to our directors’ and officers’ fiduciary dutiesunder the Delaware General Corporation Law. Our amended and restated certificate of incorporation will providethat we renounce our interest in any corporate opportunity offered to any director or officer unless suchopportunity is expressly offered to such person solely in his or her capacity as a director or officer of thecompany and such opportunity is one we are legally and contractually permitted to undertake and wouldotherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer thatopportunity to us without violating another legal obligation. In addition, our sponsor, officers and directors maysponsor or form other special purpose acquisition companies similar to ours or may pursue other business orinvestment ventures during the period in which we are seeking an initial business combination.

For further discussion of our executive officers’ and directors’ business affiliations and the potentialconflicts of interest that you should be aware of, see “Management—Officers, Directors and Director Nominees,”“Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

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Our executive officers, directors, security holders and their respective affiliates may have competitivepecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliatesfrom having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of byus or in any transaction to which we are a party or have an interest.

▲We do not have a policy that expressly

prohibits any such persons from engaging for their own account in business activities of the types conducted byus. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timelyidentifying and selecting a target business and completing a business combination. Consequently, our directors’and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interestwhen determining whether the terms, conditions and timing of a particular business combination are appropriateand in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as amatter of Delaware law and we or our stockholders might have a claim against such individuals for infringing onour stockholders’ rights. However, we might not ultimately be successful in any claim we may make againstthem for such reason.

We may engage in a business combination with one or more target businesses that have relationships withentities that may be affiliated with our sponsor, officers, directors or existing holders, which may raisepotential conflicts of interest.

In light of the involvement of our sponsor, officers and directors with other entities, we may decide toacquire one or more businesses affiliated with our sponsor or its executive officers, directors or existing holders.Our directors also serve as officers and board members for other entities, including, without limitation, thosedescribed under “Management—Conflicts of Interest.” Such entities may compete with us for businesscombination opportunities. Our sponsor, officers and directors are not currently aware of any specificopportunities for us to complete our initial business combination with any entities with which they are affiliated,and there have been no substantive discussions concerning a business combination with any such entity orentities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliatedentities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for abusiness combination as set forth in “Proposed Business—Effecting our initial business combination—Selectionof a target business and structuring of our initial business combination” and such transaction was approved by amajority of our independent and disinterested directors. Despite our agreement to obtain an opinion from anindependent investment banking firm or a valuation or appraisal firm regarding the fairness to our company froma financial point of view of a business combination with one or more domestic or international businessesaffiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest stillmay exist and, as a result, the terms of the business combination may not be as advantageous to our publicstockholders as they would be absent any conflicts of interest.

Since our sponsor, executive officers and directors will lose their entire investment in us if our initialbusiness combination is not completed (other than with respect to public shares they may acquire during orafter this offering), a conflict of interest may arise in determining whether a particular businesscombination target is appropriate for our initial business combination.

On June 1, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for $25,000. On ,2021, our sponsor transferred 20,000 founder shares to each of Julie Hill, Jessica Tsoong and

▲▲▲J.C. Raby, our

independent director nominees, in each case for approximately the same per share price initially paid by oursponsor, resulting in our sponsor owning 7,127,500 founder shares. Prior to the initial investment in the companyof $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of founder shares to beoutstanding was determined based on the expectation that the total size of this offering would be a maximum of28,750,000 units if the underwriter’s over-allotment option is exercised in full, and therefore that such foundershares would represent 20% of the outstanding shares of our common stock after this offering. Up to 937,500 of

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the founder shares will be forfeited depending on the extent to which the underwriter’s over-allotment option isexercised. The founder shares will be worthless if we do not complete an initial business combination. Inaddition, our sponsor has committed to purchase up to an aggregate of

▲▲▲▲▲▲▲▲▲5,500,000 private placement warrants (or

▲▲▲▲▲▲▲▲▲6,000,000 warrants if the underwriter’s over-allotment option is exercised in full), each exercisable for one shareof Class A common stock at $11.50 per share, for an aggregate purchase price of $

▲▲▲▲▲▲▲▲▲8,250,000 (or $

▲▲▲▲▲▲▲▲▲9,000,000 if

the underwriter’s over-allotment option is exercised in full), or $1.50 per warrant, that will also be worthless ifwe do not complete our initial business combination. The personal and financial interests of our executiveofficers and directors may influence their motivation in identifying and selecting a target business combination,completing an initial business combination and influencing the operation of the business following the initialbusiness combination. This risk may become more acute as the 24-month anniversary of the closing of thisoffering nears, which is the deadline for our completion of an initial business combination.

Members of our management team and board of directors have significant experience as founders, boardmembers, officers or executives of other companies. As a result, certain of those persons have been, arenow, or may become, involved in proceedings, investigations and litigation relating to the business affairs ofthe companies with which they were, are, or may be in the future be, affiliated. These activities may have anadverse effect on us, which may impeded our ability to consummate an initial business combination.

During the course of their careers, members of our management team and board of directors have hadsignificant experience as founders, board members, officers or executives of other companies. As a result of theirinvolvement and positions in these companies, certain of those persons have been, are now, or may in the futurebecome, involved in litigation, investigations or other proceedings relating to the business affairs of suchcompanies or transactions entered into by such companies. Any such litigation, investigations or otherproceedings may divert the attention and resources of the members of both our management team and our boardof directors away from identifying and selecting a target business or businesses for our initial businesscombination and may negatively affect our reputation, which may impede our ability to complete an initialbusiness combination.

Certain agreements related to this offering may be amended without stockholder approval.

Each of the agreements related to this offering to which we are a party, other than the warrant agreementand the investment management trust agreement, may be amended without stockholder approval. Suchagreements are: the underwriting agreement; the letter agreement among us, our sponsor, officers and directors;the registration rights agreement among us and our initial stockholders, including our sponsor; the privateplacement warrants purchase agreement between us and our sponsor; and the administrative services agreementbetween us and our sponsor. These agreements contain various provisions that our public stockholders mightdeem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-upprovisions with respect to the founder shares, private placement warrants and other securities held by oursponsor, officers and directors. Amendments to such agreements would require the consent of the applicableparties thereto and would need to be approved by our board of directors, which may do so for a variety ofreasons, including to facilitate our initial business combination. While we do not expect our board of directors toapprove any amendment to any of these agreements prior to our initial business combination, it may be possiblethat our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses toapprove one or more amendments to any such agreement. Any amendment entered into in connection with theconsummation of our initial business combination will be disclosed in our proxy materials or tender offerdocuments, as applicable, related to such initial business combination, and any other material amendment to anyof our material agreements will be disclosed in a filing with the SEC. Any such amendments would not requireapproval from our stockholders, may result in the completion of our initial business combination that may nototherwise have been possible, and may have an adverse effect on the value of an investment in our securities. Forexample, amendments to the lock-up provision discussed above may result in our sponsor, officers and directorsselling their securities earlier than they would otherwise be permitted, which may have an adverse effect on theprice of our securities.

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Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share and, accordingly,you will experience immediate and substantial dilution from the purchase of our shares of Class A commonstock.

The difference between the public offering price per share (allocating all of the unit purchase price to theshare of Class A common stock and none to the warrant included in the unit) and the pro forma net tangible bookvalue per share of our Class A common stock after this offering constitutes the dilution to you and the otherinvestors in this offering. Our sponsor and our other initial stockholders acquired the founder shares at a nominalprice, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribedto the warrants included in the units, you and the other public stockholders will incur an immediate andsubstantial dilution of approximately 94.0% (or $9.40 per share, assuming no exercise of the underwriter’s over-allotment option), the difference between the pro forma net tangible book value per share after this offering of$0.60 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of shares of Class A common stock on a greaterthan one-to-one basis upon conversion of the founder shares at the time of our initial business combination andwould become exacerbated to the extent that public stockholders seek redemptions from the trust for their publicshares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linkedsecurities issued in connection with our initial business combination would be disproportionately dilutive to ourClass A common stock.

The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution tothe implied value of your public shares upon the consummation of our initial business combination.

We are offering our units at an offering price of $10.00 per unit and the amount in our trust account isinitially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share. However,prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, orapproximately $0.04 per share. As a result, the value of your public shares may be significantly diluted upon theconsummation of our initial business combination, when the founder shares are converted into public shares. Forexample, the following table shows the dilutive effect of the founder shares on the implied value of the publicshares upon the consummation of our initial business combination, assuming that our equity value at that time is$241,250,000, which is the amount we would have for our initial business combination in the trust account afterpayment of $8,750,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment optionis not exercised (and the corresponding forfeiture of 937,500 founder shares), no interest is earned on the fundsheld in the trust account, and no public shares are redeemed in connection with our initial business combination,and without taking into account any other potential impacts on our valuation at such time, such as the tradingprice of our public shares, the business combination transaction costs, any equity issued or cash paid to thetarget’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, managementand prospects, as well as the value of our public and private warrants. At such valuation, each of our shares ofcommon stock would have an implied value of $7.72 per share upon consummation of our initial businesscombination, which would be a 22.8% decrease as compared to the initial implied value per public share of$10.00 (the price per unit in this offering, assuming no value to the public warrants).

Public shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000Founder shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,250,000Total shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,250,000Total funds in trust available for initial business combination (less deferred underwriting

commissions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 241,250,000Initial implied value per public share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.00Implied value per share upon consummation of initial business combination . . . . . . . . . . . . . . . . $ 7.72

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The value of the founder shares following completion of our initial business combination is likely to besubstantially higher than the nominal price paid for them, even if the trading price of our common stock atsuch time is substantially less than $10.00 per share.

Upon the closing of this offering, assuming no exercise of the underwriters’ over-allotment option, oursponsor will have invested in us an aggregate of $8,

▲225,000, comprised of the $25,000 purchase price for the

founder shares and the $▲▲▲▲▲▲▲▲▲8,250,000 purchase price for the private placement warrants. Assuming a trading price of

$10.00 per share upon consummation of our initial business combination, the 6,250,000 founder shares wouldhave an aggregate implied value of $62,500,000. Even if the trading price of our common stock was as low as$1.28 per share, and the private placement warrants were worthless, the value of the founder shares would beequal to the sponsor’s initial investment in us. As a result, our sponsor is likely to be able to recoup itsinvestment in us and make a substantial profit on that investment, even if our public shares have lost significantvalue. Accordingly, our management team, which owns interests in our sponsor, may have an economic incentivethat differs from that of the public stockholders to pursue and consummate an initial business combination ratherthan to liquidate and to return all of the cash in the trust to the public stockholders, even if that businesscombination were with a riskier or less-established target business. For the foregoing reasons, you shouldconsider our management team’s financial incentive to complete an initial business combination when evaluatingwhether to redeem your shares prior to or in connection with the initial business combination.

Risks Related to Acquiring and Operating a Business in Foreign Countries

If we effect our initial business combination with a company located outside of the United States, we wouldbe subject to a variety of additional risks that may adversely affect us.

If we pursue a target company with operations or opportunities outside of the United States for our initialbusiness combination, we may face additional burdens in connection with investigating, agreeing to andcompleting such initial business combination, and if we effect such initial business combination, we would besubject to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company with operations or opportunities outside of the United States for our initialbusiness combination, we would be subject to risks associated with cross-border business combinations,including in connection with investigating, agreeing to and completing our initial business combination,conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any specialconsiderations or risks associated with companies operating in an international setting, including any of thefollowing:

• costs and difficulties inherent in managing cross-border business operations;

• rules and regulations regarding currency redemption;

• complex corporate withholding taxes on individuals;

• laws governing the manner in which future business combinations may be effected;

• exchange listing and/or delisting requirements;

• tariffs and trade barriers;

• regulations related to customs and import/export matters;

• local or regional economic policies and market conditions;

• unexpected changes in regulatory requirements;

• challenges in managing and staffing international operations;

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• longer payment cycles;

• tax issues, such as tax law changes and variations in tax laws as compared to the United States;

• currency fluctuations and exchange controls;

• rates of inflation;

• challenges in collecting accounts receivable;

• cultural and language differences;

• employment regulations;

• underdeveloped or unpredictable legal or regulatory systems;

• corruption;

• protection of intellectual property;

• social unrest, crime, strikes, riots and civil disturbances;

• epidemics and pandemics;

• regime changes and political upheaval;

• terrorist attacks and wars; and

• deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may beunable to complete such initial business combination, or, if we complete such initial business combination, ouroperations might suffer, either of which may adversely impact our business, financial condition and results ofoperations.

There are costs and difficulties inherent in managing cross-border business operations.

Managing a business, operations, personnel or assets in another country is challenging and costly. Anymanagement that we may have (whether based abroad or in the United States) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and laborpractices. Even with a seasoned and experienced management team, the costs and difficulties inherent inmanaging cross-border business operations, personnel and assets can be significant (and much higher than in apurely domestic business) and may negatively impact our financial and operational performance.

Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, orpolicy changes or enactments may occur in a country in which we may operate after we effect our initialbusiness combination.

Political events in another country may significantly affect our business, assets or operations. Social unrest,acts of terrorism, regime changes, changes in laws and regulations, political upheaval, and policy changes orenactments could negatively impact our business in a particular country.

Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulationsthat are unclear and subject to corruption and inexperience.

Our ability to seek and enforce legal protections, including with respect to intellectual property and otherproperty rights, or to defend ourselves with regard to legal actions taken against us in a given country, may bedifficult or impossible, which could adversely impact our operations, assets or financial condition.

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Rules and regulations in many countries are often ambiguous or open to differing interpretation byresponsible individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actionsof such individuals and agencies are often difficult to predict and inconsistent.

Risks Relating to this Offering and Our Securities

We are not registering the Class A common stock issuable upon exercise of the warrants under theSecurities Act or any state securities laws at this time.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants under theSecurities Act or any state securities laws at this time, and such registration may not be in place when an investordesires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on acashless basis and potentially causing such warrants to expire worthless. In such event, holders who acquiredtheir warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares ofClass A common stock included in the units.

However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in noevent later than 15 business days, after the closing of our initial business combination, we will use ourcommercially reasonable efforts to file with the SEC a registration statement covering the registration under theSecurities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter willuse our commercially reasonable efforts to cause the same to become effective within 60 business days followingour initial business combination and to maintain a current prospectus relating to the shares of Class A commonstock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisionsof the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or eventsarise which represent a fundamental change in the information set forth in the registration statement orprospectus, the financial statements contained or incorporated by reference therein are not current or correct orthe SEC issues a stop order.

If the shares of Class A common stock issuable upon exercise of the warrants are not registered under theSecurities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrantswill not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordancewith Section 3(a)(9) of the Securities Act or another exemption. If holders exercise their warrants on a cashlessbasis, the number of shares of Class A common stock that they will receive upon such cashless exercise will bebased on a formula and subject to a maximum number of shares equal to 0.361 of a share of Class A commonstock per warrant (subject to adjustment).

If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a nationalsecurities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of theSecurities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do sofor cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of theSecurities Act. In the event we so elect, we will not be required to file or maintain in effect a registrationstatement or register or qualify the shares underlying the warrants under applicable state securities laws, and inthe event we do not so elect, we will use our commercially reasonable efforts to register or qualify the sharesunderlying the warrants under applicable state securities laws to the extent an exemption is not available.Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of theholder’s investment in our company because the warrant holder will hold a smaller number of shares of Class Acommon stock upon a cashless exercise of the warrants they hold than they would have upon a cash exercise.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashlessexercise as described above) or other compensation in exchange for the warrants in the event that we are unableto register or qualify the shares underlying the warrants under the Securities Act or applicable state securitieslaws and there is no exemption from registration available. If the issuance of the shares of Class A common stock

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upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, theholder of such warrant will not be entitled to exercise such warrant and such warrant may have no value andexpire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paidthe full unit purchase price solely for the shares of Class A common stock included in the units. There may be acircumstance where an exemption from registration exists for holders of our private placement warrants toexercise their warrants while a corresponding exemption does not exist for holders of the public warrantsincluded as part of units sold in this offering. In such an instance, our sponsor and its permitted transferees(which may include our directors and executive officers) would be able to exercise their warrants and sell theshares of Class A common stock underlying their warrants while holders of our public warrants would not beable to exercise their warrants and sell the underlying shares of Class A common stock. If and when the warrantsbecome redeemable by us, we may exercise our redemption right even if we are unable to register or qualify theunderlying shares of Class A common stock for sale under all applicable state securities laws. As a result, wemay redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrantsexcept on a cashless basis.

The warrants may become exercisable and redeemable for a security other than shares of Class A commonstock, and you will not have any information regarding such other security at this time.

In certain situations, including if we are not the surviving entity in our initial business combination, thewarrants may become exercisable for a security other than the shares of Class A common stock. As a result, if thesurviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive asecurity in a company of which you do not have information at this time. Pursuant to the warrant agreement, thesurviving company will be required to use its commercially reasonable efforts to register the issuance of thesecurity underlying the warrants within 15 business days of the closing of an initial business combination.

Unlike some other similarly structured blank check companies, our▲▲▲▲▲▲▲initial stockholders, or

▲▲▲their permitted

transferees, will receive additional shares of Class A common stock if we issue certain shares toconsummate an initial business combination.

The founder shares will automatically convert into shares of Class A common stock at the time of theconsummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis,subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subjectto further adjustment as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number ofshares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, onan as-converted basis, 20% of the total number of shares of Class A common stock outstanding after suchconversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders),including the total number of shares of Class A common stock issued, or deemed issued or issuable uponconversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company inconnection with or in relation to the consummation of the initial business combination, excluding any shares ofClass A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class Acommon stock issued, or to be issued, to any seller in the initial business combination and any private placementwarrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that suchconversion of founder shares will never occur on a less than one-for-one basis. This is different than some othersimilarly structured blank check companies in which the initial stockholders will only be issued an aggregate of20% of the total number of shares to be outstanding prior to our initial business combination.

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A provision of our warrant agreement may make it more difficult for us to consummate an initial businesscombination.

Unlike many other blank check companies, if (x) we issue additional shares of Class A common stock orequity-linked securities for capital raising purposes in connection with the closing of our initial businesscombination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (withsuch issue price or effective issue price, which we refer to as the “Newly Issued Price,” to be determined in goodfaith by our board of directors and, in the case of any such issuance to our


▲▲▲their affiliates,

without taking into account any founder shares held by our▲▲▲▲▲▲▲initial stockholders or such affiliates, as applicable,

prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds fromsuch issuances represent more than 60% of the total equity proceeds, and interest thereon, available for thefunding of our initial business combination on the date of the consummation of our initial business combination(net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the10 trading day period starting on the trading day prior to the day on which we consummate our initial businesscombination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrantswill be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly IssuedPrice, the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to beequal to 180% of the higher of the Market Value and the Newly Issued Price (see “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Redemption of Warrants When the Price Per Share ofClass A Common Stock Equals or Exceeds $18.00” and “—Redemption of Warrants When the Price Per Shareof Class A Common Stock Equals or Exceeds $10.00”), and the $10.00 per share redemption trigger price will beadjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (see“Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Redemption of WarrantsWhen the Price Per Share of Class A Common Stock Equals or Exceeds $10.00”). This may make it moredifficult for us to consummate an initial business combination with a target business.

The provisions of our amended and restated certificate of incorporation that relate to our pre-businesscombination activity (and corresponding provisions of the agreement governing the release of funds fromour trust account) may be amended with the approval of holders of 65% of our common stock, which is alower amendment threshold than that of some other blank check companies. It may be easier for us,therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of aninitial business combination that some of our stockholders may not support.

Our amended and restated certificate of incorporation will provide that any of its provisions related topre-business combination activity (including the requirement to deposit proceeds of this offering and the privateplacement of warrants into the trust account and not release such amounts except in specified circumstances, andto provide redemption rights to public stockholders as described herein) may be amended if approved by holdersof 65% of our common stock entitled to vote thereon and corresponding provisions of the trust agreementgoverning the release of funds from our trust account may be amended if approved by holders of 65% of ourcommon stock entitled to vote thereon. In all other instances, our amended and restated certificate ofincorporation may be amended by holders of a majority of our outstanding common stock entitled to votethereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our


stockholders, or▲▲▲their permitted transferees, will beneficially own 20% of our common stock upon the closing of

this offering (assuming they do not purchase any units in this offering), and may participate in any vote to amendour amended and restated certificate of incorporation and/or trust agreement and will have the discretion to votein any manner they choose. As a result, we may be able to amend the provisions of our amended and restatedcertificate of incorporation which govern our pre-business combination behavior more easily than some otherblank check companies, and this will increase our ability to complete a business combination with which you donot agree. Our stockholders may pursue remedies against us for any breach of our amended and restatedcertificate of incorporation.

Our sponsor, officers and directors have agreed, pursuant to written agreements with us, that they will notpropose any amendment to our amended and restated certificate of incorporation to modify the substance or

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timing of our obligation to redeem 100% of our public shares if we do not complete our initial businesscombination within 24 months from the closing of this offering or with respect to any other material provisionsrelating to stockholders’ rights or pre-initial business combination activity, unless we provide our publicstockholders with the opportunity to redeem their Class A common stock upon approval of any such amendmentat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest (less amounts released to us to pay our taxes), divided by the number of then outstanding public shares.Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not havethe ability to pursue remedies against our sponsor, executive officers, directors or director nominees for anybreach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue astockholder derivative action, subject to applicable law.

Our▲▲▲▲▲▲▲initial stockholders will control the election of our board of directors until consummation of our initial

business combination and will hold a substantial interest in us. As a result,▲▲they will elect all of our

directors prior to our initial business combination and may exert a substantial influence on actionsrequiring a stockholder vote, potentially in a manner that you do not support.

Upon the closing of this offering, our▲▲▲▲▲▲▲initial stockholders will own 20% of our outstanding common stock

(assuming they do not purchase any units in this offering). In addition, prior to our initial business combination,holders of a majority of the outstanding shares of our Class B common stock will have the right to appoint all ofour directors and may remove members of our board of directors for any reason. Holders of our public shareswill have no right to vote on the election of directors during such time. These provisions of our amended andrestated certificate of incorporation may only be amended by holders of a majority of the outstanding shares ofour Class B common stock. As a result, you will not have any influence over the election of directors prior to ourinitial business combination.

As a result of its substantial ownership in our company, our▲▲▲▲▲▲▲initial stockholders may exert a substantial

influence on other actions requiring a stockholder vote, potentially in a manner that you do not support, includingamendments to our amended and restated certificate of incorporation and approval of major corporatetransactions. Accordingly, our

▲▲▲▲▲▲▲initial stockholders will exert significant influence over actions requiring a

stockholder vote. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any currentintention to purchase additional securities, other than as disclosed in this prospectus. Factors that would beconsidered in making such additional purchases would include consideration of the then current trading price ofour Class A common stock. However, if our

▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲initial stockholders purchase any additional shares of common stock

in the aftermarket or in privately negotiated transactions, this would increase their influence over these actions.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrantswith the approval of the holders of at least 50% of the then outstanding public warrants. As a result, theexercise price of your warrants could be increased, the exercise period could be shortened and the numberof shares of Class A common stock purchasable upon exercise of a warrant could be decreased, all withoutyour approval.

Our warrants will be issued in registered form under a warrant agreement between▲▲▲▲Continental Stock

Transfer & Trust Company, as warrant agent, and us. The warrant agreement will provide that the terms of thewarrants may be amended without the consent of any holder to cure any ambiguity or correct any defectiveprovision, but will require the approval of the holders of at least 50% of the then outstanding public warrants tomake any change that adversely affects the interests of the registered holders of public warrants. Accordingly, wemay amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the thenoutstanding public warrants approve of such amendment. Although our ability to amend the terms of the publicwarrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of suchamendments could be amendments to, among other things, increase the exercise price of the warrants, convertthe warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decreasethe number of shares of Class A common stock purchasable upon exercise of a warrant.

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Our warrant agreement will designate the courts of the State of New York or the United States DistrictCourt for the Southern District of New York as the sole and exclusive forum for certain types of actions andproceedings that may be initiated by holders of our warrants, which could limit the ability of warrantholders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claimagainst us arising out of or relating in any way to the warrant agreement, including under the Securities Act, willbe brought and enforced in the courts of the State of New York or the United States District Court for theSouthern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shallbe the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusivejurisdiction and that such courts represent an inconvenient forum.

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemedto have notice of and to have consented to the forum provisions in our warrant agreement. If any action, thesubject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a courtother than a court of the State of New York or the United States District Court for the Southern District ofNew York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to haveconsented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York inconnection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),and (y) having service of process made upon such warrant holder in any such enforcement action by service uponsuch warrant holder’s counsel in the foreign action as agent for such warrant holder. Notwithstanding theforegoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability orduty created by the Exchange Act or any other claim for which the federal district courts of the United States ofAmerica are the sole and exclusive forum.

This choice-of-forum provision may (1) result in increased costs for investors to bring a claim or (2) limit awarrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrantagreement inapplicable or unenforceable with respect to one or more of the specified types of actions orproceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, whichcould materially and adversely affect our business, financial condition and results of operations and result in adiversion of the time and resources of our management and board of directors. We note that there is uncertaintyas to whether a court would enforce this provision and that investors cannot waive compliance with the federalsecurities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrentjurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by theSecurities Act or the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive federaljurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules andregulations thereunder.

Holders of warrants will not participate in liquidating distributions if we are unable to complete an initialbusiness combination within the required time period.

If we are unable to complete an initial business combination within the required time period and weliquidate the funds held in the trust account, the warrants will expire and holders will not receive any of suchproceeds with respect to the warrants. The foregoing may provide a financial incentive to public stockholders tovote in favor of any proposed initial business combination as each of their warrants would entitle the holder toreceive or purchase additional shares of common stock, resulting in an increase in their overall economic stake inus. If a business combination is not approved, the warrants will expire and be worthless.

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We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you,thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior totheir expiration, at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption,provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted forstock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a30 trading-day period ending on the third trading day prior to the date we give notice of redemption to thewarrant holders and provided certain other conditions are met. If and when the warrants become redeemable byus, we may exercise our redemption right even if we are unable to register or qualify the underlying securities forsale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even ifthe holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could forceyou to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous foryou to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold yourwarrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called forredemption, is likely to be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding warrants at any time after they becomeexercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior writtennotice of redemption provided that the closing price of our shares of Class A common stock equals or exceeds$10.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like)for any 20 trading days within a 30-trading day period ending on the third trading day prior to proper notice ofsuch redemption and provided that certain other conditions are met, including that holders will be able to exercisetheir warrants prior to redemption for a number of shares of Class A common stock determined based on theredemption date and the fair market value of our shares of Class A common stock. See “Description ofSecurities—Warrants—Public Stockholders’ Warrants—Redemption of Warrants When the Price Per Share ofClass A Common Stock Equals or Exceeds $10.00.” If we choose to redeem the warrants when the Class Acommon stock is trading at a price below the exercise price of the warrants, this could result in the warrantholders receiving fewer shares of Class A common stock than they would have received if they had chosen towait to exercise their warrants for Class A common stock if and when such Class A common stock was trading ata price higher than the exercise price of $11.50. The value received upon exercise of the warrants (1) may be lessthan the value the holders would have received if they had exercised their warrants at a later time where theunderlying share price is higher and (2) may not compensate the holders for the value of the warrants, includingbecause the number of shares received is capped at 0.361 of a share of Class A common stock per warrant(subject to adjustment) irrespective of the remaining term of the warrants.

None of the private placement warrants will be redeemable by us (except as set forth under “Description ofSecurities—Redeemable Warrants—Public Stockholders’ Warrants—Redemption of Warrants When the PricePer Share of Class A Common Stock Equals or Exceeds $10.00”) so long as they are held by our sponsor or itspermitted transferees.

Our warrants may have an adverse effect on the market price of our shares of Class A common stock andmake it more difficult to effectuate our initial business combination.

We will be issuing warrants to purchase 8,333,333 shares of our Class A common stock (or up to 9,583,333shares of Class A common stock if the underwriter’s over-allotment option is exercised in full) as part of theunits offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in aprivate placement up to an aggregate of

▲▲▲▲▲▲▲▲▲5,500,000 private placement warrants (or

▲▲▲▲▲▲▲▲▲6,000,000 warrants if the

underwriter’s over-allotment option is exercised in full), each exercisable to purchase one share of Class Acommon stock at $11.50 per share. In addition, if our sponsor or an affiliate of our sponsor or certain of ourofficers and directors makes any working capital loans, such lender may convert those loans into up to anadditional 1,000,000 private placement warrants, at the price of $1.50 per warrant. To the extent we issue

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common stock to effectuate a business transaction, the potential for the issuance of a substantial number ofadditional shares of Class A common stock upon exercise of these warrants could make us a less attractiveacquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued andoutstanding shares of Class A common stock and reduce the value of the Class A common stock issued tocomplete the business transaction. Therefore, our warrants may make it more difficult to effectuate a businesstransaction or increase the cost of acquiring the target business.

Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the unitsmay be worth less than units of other blank check companies.

Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants willbe issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holderwould be entitled to receive a fractional interest in a share of Class A common stock, we will, upon exercise,round down to the nearest whole number the number of shares of Class A common stock to be issued to suchwarrant holder. This is different from other offerings similar to ours whose units include one common share andone warrant to purchase one whole share. We have established the components of the units in this way in order toreduce the dilutive effect of the warrants upon completion of a business combination since the warrants will beexercisable in the aggregate for one-third of the number of shares compared to units that each contain a wholewarrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.Nevertheless, this unit structure may cause our units to be worth less than if they each included a warrant topurchase one whole share.

The determination of the offering price of our units, the size of this offering and terms of the units is morearbitrary than the pricing of securities and size of an offering of an operating company in a particularindustry. You may have less assurance, therefore, that the offering price of our units properly reflects thevalue of such units than you would have in a typical offering of an operating company.

Prior to this offering there has been no public market for any of our securities. The public offering price ofthe units and the terms of the warrants were negotiated between us and the underwriter. In determining the size ofthis offering, management held customary organizational meetings with representatives of the underwriter, bothprior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount theunderwriter believed they reasonably could raise on our behalf. Factors considered in determining the size of thisoffering, prices and terms of the units, including the shares of Class A common stock and warrants underlyingthe units, include:

• the history and prospects of companies whose principal business is the acquisition of other companies;

• prior offerings of those companies;

• our prospects for acquiring an operating business at attractive values;

• a review of debt to equity ratios in leveraged transactions;

• our capital structure;

• an assessment of our management and their experience in identifying operating companies;

• general conditions of the securities markets at the time of this offering; and

• other factors as were deemed relevant.

Although these factors were considered, the determination of our offering size, price and terms of the unitsis more arbitrary than the pricing of securities of an operating company in a particular industry since we have nohistorical operations or financial results.

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▲▲▲Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to maketransactions in our securities and subject us to additional trading restrictions.

We▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲have applied to list our units on

▲▲▲▲Nasdaq on or promptly after the date of this prospectus and our Class A

common stock and warrants on or promptly after their date of separation. We cannot guarantee that our securitieswill be approved for listing on

▲▲▲▲Nasdaq. Although after giving effect to this offering we expect to meet, on a pro

forma basis, the minimum initial listing standards set forth in the▲▲▲▲Nasdaq listing standards, we cannot assure you

that our securities will be, or will continue to be, listed on▲▲▲▲Nasdaq in the future or prior to our initial business

combination. In order to continue listing our securities on▲▲▲▲Nasdaq prior to our initial business combination, we

must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimumamount 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 berequired to demonstrate compliance with

▲▲▲▲Nasdaq’s initial listing requirements, which are more rigorous than

▲▲▲▲Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on

▲▲▲▲Nasdaq.

For instance, our share price would generally be required to be at least $4.00 per share and our stockholder’sequity would generally be required to be at least $5,000,000. We cannot assure you that we will be able to meetthose initial listing requirements at that time.

If▲▲▲▲Nasdaq 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. Ifthis 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 determination that our Class A common stock is a “penny stock” which will require brokers trading inour Class A common stock to adhere to more stringent rules and possibly result in a reduced level oftrading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preemptsthe U.S. states from regulating the sale of certain securities, which are referred to as “covered securities.”Because we expect that our units and eventually our Class A common stock and warrants will be listed on

▲▲▲▲Nasdaq, we also expect that our units, Class A common stock and warrants will qualify as covered securitiesunder the statute. Although the states would be preempted from regulating the sale of our securities, the federalstatute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding offraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While weare not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blankcheck companies, other than the State of Idaho, certain state securities regulators view blank check companiesunfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blankcheck companies in their states. Further, if we were no longer listed on

▲▲▲▲Nasdaq, our securities would not qualify

as covered securities under the statute and we would be subject to regulation in each state in which we offer oursecurities.

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Since only holders of our founder shares will have the right to vote on the appointment of directors, uponthe listing of our shares on

▲▲▲▲Nasdaq,

▲▲▲▲Nasdaq may consider us to be a “controlled company” within the

meaning of the▲▲▲▲Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate

governance requirements.

After completion of this offering, only holders of our founder shares will have the right to vote on theappointment of directors until our initial business combination. As a result,

▲▲▲▲Nasdaq may consider us to be a

“controlled company” within the meaning of the▲▲▲▲Nasdaq corporate governance standards. Under the

▲▲▲Nasdaq

corporate governance standards, a company of which more than 50% of the voting power is held by anindividual, group or another company is a “controlled company” and may elect not to comply with certaincorporate governance requirements, including the requirements that:

• we have a board that includes a majority of “independent directors,” as defined under the rules of▲▲▲▲Nasdaq;

• we have a compensation committee of our board that is comprised entirely of independent directors with awritten charter addressing the committee’s purpose and responsibilities; and

• we have a nominating and corporate governance committee of our board that is comprised entirely ofindependent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governancerequirements of

▲▲▲▲Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize

some or all of these exemptions, you will not have the same protections afforded to stockholders of companiesthat are subject to all of the

▲▲▲▲Nasdaq corporate governance requirements.

There is currently no market for our securities and a market for our securities may not develop, whichwould adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Stockholders therefore have no access to information aboutprior market history on which to base their investment decision. Following this offering, the price of oursecurities may vary significantly due to one or more potential business combinations and general market oreconomic conditions. Furthermore, an active trading market for our securities may never develop or, ifdeveloped, it may not be sustained. You may be unable to sell your securities unless a market can be establishedand sustained.

The securities in which we invest the proceeds held in the trust account could bear a negative rate ofinterest, which could reduce the interest income available for payment of taxes or reduce the value of theassets held in trust such that the per share redemption amount received by stockholders may be less than$10.00 per share.

The net proceeds of this offering and certain proceeds from the sale of the private placement warrants, in theamount of $250,000,000, or $287,500,000 if the underwriter’s over-allotment option is exercised in full, will beheld in an interest-bearing trust account. The proceeds held in the trust account may only be invested in directU.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which investonly in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positiverate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe andJapan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reservehas not ruled out the possibility that it may in the future adopt similar policies in the United States. In the eventof very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, ifany) would be reduced. In the event that we do not complete our initial business combination, our publicstockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interestincome. If the balance of the trust account is reduced below $250,000,000, or $287,500,000 if the underwriter’s

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over-allotment option is exercised in full, as a result of negative interest rates, the amount of funds in the trustaccount available for distribution to our public stockholders may be reduced below $10.00 per share.

Our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value uponissuance with any changes in fair value each period reported in earnings, which may have an adverse effecton the market price of our Class A common stock or may make it more difficult for us to consummate aninitial business combination.

Following the consummation of this offering and the concurrent private placement of warrants, we will have

▲▲▲▲▲▲▲▲▲▲13,833,333 warrants outstanding (comprised of the 8,333,333 warrants included in the units and the

▲▲▲▲▲▲▲▲▲5,500,000

private placement warrants, assuming the underwriter’s option to purchase additional units is not exercised). Wecurrently expect to account for these warrants as a warrant liability, which means that we will record them at fairvalue upon issuance with any changes in fair value each period reported in earnings as determined by us basedupon a valuation report obtained from an independent third party valuation firm. The impact of changes in fairvalue on earnings may have an adverse effect on the market price of our Class A common stock. In addition,potential targets may seek a business combination partner that does not have warrants that are accounted for as awarrant liability, which may make it more difficult for us to consummate an initial business combination with atarget business.

Risks Relating To Taxation

Our initial business combination and our structure thereafter may not be tax-efficient to our stockholdersand warrant holders. As a result of our initial business combination, our tax obligations may be morecomplex, burdensome and uncertain.

Although we will attempt to structure our initial business combination in a tax-efficient manner, taxstructuring considerations are complex, the relevant facts and law are uncertain and may change, and we mayprioritize commercial and other considerations over tax considerations. For example, in connection with ourinitial business combination and subject to requisite stockholder approval, we may structure our businesscombination in a manner that requires stockholders and/or warrant holders to recognize gain or income for taxpurposes. We do not intend to make any cash distributions to stockholders or warrant holders to pay taxes inconnection with our business combination or thereafter. Accordingly, a stockholder or a warrant holder may needto satisfy any liability resulting from our initial business combination with cash from its own funds or by sellingall or a portion of such holder’s shares or warrants. In addition, we may effect a business combination with atarget company in another jurisdiction or reincorporate in a different jurisdiction (including, but not limited to,the jurisdiction in which the target company or business is located). As a result, stockholders and warrant holdersmay be subject to additional income, withholding or other taxes with respect to their ownership of us after ourinitial business combination.

Furthermore, we may effect a business combination with a target company that has business operationsoutside of the United States, and, possibly, business operations in multiple jurisdictions. If we effect such abusiness combination, we could be subject to significant income, withholding and other tax obligations in anumber of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due tothe complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related toaudits or examinations by taxing authorities. This additional complexity and risk could have an adverse effect onour after-tax profitability and financial condition.

An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.

An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance,because there are no authorities that directly address instruments similar to the units we are issuing in thisoffering, the allocation an investor makes with respect to the purchase price of a unit between the share of

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Class A common stock and the one-third of one redeemable warrant included in each unit could be challenged bythe Internal Revenue Service or the courts. In addition, if we are determined to be a personal holding companyfor U.S. federal income tax purposes our taxable income would be subjected to an additional 20% federal incometax, which would reduce the net after-tax amount of interest income earned on the funds placed in our trustaccount. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included inthe units we are issuing in this offering are unclear under current law and may be treated in part as a taxableexchange. In addition, an adjustment to the exercise price of the warrants could give rise to dividend income toinvestors without a corresponding payment of cash. Finally, it is unclear whether the redemption rights withrespect to our shares suspend the running of a U.S. holder’s (as defined below in the section titled “U.S. FederalIncome Tax Considerations”) holding period during the period prior to our initial business combination forpurposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class Acommon stock is long-term capital gain or loss and for determining whether any dividend we pay would beconsidered “qualified dividends” for federal income tax purposes. See “U.S. Federal Income Tax Considerations”for a summary of the principal U.S. federal income tax consequences of an investment in our securities.Prospective investors are urged to consult their tax advisors with respect to these and other tax consequenceswhen purchasing, holding or disposing of our securities.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus may constitute “forward-looking statements” forpurposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statementsregarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding thefuture. In addition, any statements that refer to projections, forecasts or other characterizations of future events orcircumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “plan,” “possible,”“potential,” “predict,” “project,” “target,” “should,” “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.Forward-looking statements in this prospectus may include, for example, statements about:

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

• our ability to complete our initial business combination;

• our expectations around the performance of the prospective target business or businesses;

• our success in retaining or recruiting, or changes required in, our officers, key employees or directorsfollowing our initial business combination;

• our officers and directors allocating their time to other businesses and potentially having conflicts ofinterest with our business or in approving our initial business combination;

• our potential ability to obtain additional financing to complete our initial business combination;

• our pool of prospective target businesses;

• our ability to consummate an initial business combination due to the uncertainty resulting from theCOVID-19 pandemic;

• the ability of our officers and directors to generate a number of potential business combinationopportunities;

• our public securities’ potential liquidity and trading;

• the lack of a market for our securities;

• the use of proceeds not held in the trust account or available to us from interest income on the trustaccount balance;

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

• our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations andbeliefs concerning future developments and their potential effects on us. There can be no assurance that futuredevelopments affecting us will be those that we have anticipated. These forward-looking statements involve anumber of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actualresults or performance to be materially different from those expressed or implied by these forward-lookingstatements. These risks and uncertainties include, but are not limited to, those factors described under the heading“Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptionsprove incorrect, actual results may vary in material respects from those projected in these forward-lookingstatements. We undertake no obligation to update or revise any forward-looking statements, whether as a resultof new information, future events or otherwise, except as may be required under applicable securities laws.

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USE OF PROCEEDS

We are offering 25,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceedsof this offering together with the funds we will receive from the sale of the private placement warrants will beused as set forth in the following table.

WithoutOver- allotment

Option

Over-allotment

OptionExercised

Gross proceedsGross proceeds from units offered to public(1) . . . . . . . . . . . . . . . . . . . . . $ 250,000,000 $ 287,500,000Gross proceeds from private placement warrants offered in the private

placement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,250,000 9,000,000

Total gross proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 258,250,000 $ 296,500,000

Estimated offering expenses(2)Underwriting commissions (2.0% of gross proceeds from units offered to

public, excluding deferred portion)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000,000 $ 5,750,000Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000 400,000Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000 45,000SEC/FINRA Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,991 74,991Travel and road show . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000Nasdaq listing and filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 75,000

›Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,009 150,009

Total estimated offering expenses (other than underwritingcommissions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 800,000 $ 800,000

Proceeds after estimated offering expenses . . . . . . . . . . . . . . . . . . . . . . . . $ 252,450,000 $ 289,950,000

Held in trust account(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 250,000,000 $ 287,500,000% of public offering size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100%Not held in trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,450,000 $ 2,450,000

The following table shows the use of the approximately $▲2,

▲▲▲450,000 of net proceeds not held in the trust

account.(4)

Amount % of Total

Legal, accounting, due diligence, travel, and other expenses in connection with anybusiness combination(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 400,000 16.3%

Legal and accounting fees related to regulatory reporting obligations . . . . . . . . . . . . . . 100,000 4.1%Nasdaq continued listing and other regulatory fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 3.1%Payment for office space, utilities and secretarial and administrative services ($10,000

per month for up to 24 months) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240,000 9.8%Consulting, travel and miscellaneous expenses incurred during search for initial

business combination target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 8.2%Directors’ and officers’ insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,400,000 57.1%Working capital to cover miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000 1.4%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,450,000 100.0%

(1) Includes amounts payable to public stockholders who properly redeem their shares in connection with oursuccessful completion of our initial business combination.

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(2) A portion of the offering expenses may be paid from the proceeds of loans from our sponsor of up to$300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out ofthe funds not held in the trust account. In the event that offering expenses are less than set forth in this table,any such amounts will be used for post-closing working capital expenses.

(3) The underwriter has agreed to defer underwriting commissions of 3.5% of the gross proceeds of thisoffering. Upon and concurrently with the completion of our initial business combination, up to $

▲▲▲▲▲▲▲▲▲9,000,000,

which constitutes the underwriter’s deferred commissions (or up to $10,062,500 if the underwriter’s over-allotment option is exercised in full) will be paid to the underwriter from the funds held in the trust account.See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeemingstockholders, will be released to us and can be used to pay all or a portion of the purchase price of thebusiness or businesses with which our initial business combination occurs or for general corporate purposes,including payment of principal or interest on indebtedness incurred in connection with our initial businesscombination, to fund the purchases of other companies or for working capital. The underwriter will not beentitled to any interest accrued on the deferred underwriting discounts and commissions. Assumes that thenumber of private placement warrants to be purchased by our sponsor and the corresponding underwritingdiscounts payable upon completion of this offering are not reduced.

(4) These expenses are estimates only. Our actual expenditures for some or all of these items may differ fromthe estimates set forth herein. For example, we may incur greater legal and accounting expenses than ourcurrent estimates in connection with negotiating and structuring our initial business combination based uponthe level of complexity of such business combination. In the event we identify a business combination targetin a specific industry subject to specific regulations, we may incur additional expenses associated with legaldue diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as aresult, we may engage a number of consultants to assist with legal and financial due diligence. We do notanticipate any change in our intended use of proceeds, other than fluctuations among the current categoriesof allocated expenses. The amount in the table above does not include interest available to us from the trustaccount. The proceeds held in the trust account will be invested only in U.S. government treasuryobligations with a maturity of 185 days or less or in money market funds meeting certain conditions underRule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasuryobligations. We estimate the interest earned on the trust account will be approximately $250,000 per year(or $287,500 per year if the underwriter’s over-allotment option is exercised in full), assuming an interestrate of 0.1% per year; however, we can provide no assurances regarding this amount.

(5) Includes estimated amounts that may also be used in connection with our initial business combination toobtain a “no-shop” provision and commitment fees for financing.

▲▲▲Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private

placement warrants be deposited in a trust account. Of the $▲▲▲▲▲▲▲▲▲▲▲258,250,000 in gross proceeds we receive from this

offering and the sale of the private placement warrants described in this prospectus, or $▲▲▲▲▲▲▲▲▲▲▲296,500,000 if the

underwriter’s over-allotment option is exercised in full, $250,000,000 ($10.00 per unit), or $287,500,000 if theunderwriter’s over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust accountwith

▲▲▲▲Continental Stock Transfer & Trust Company acting as trustee, after deducting from the gross proceeds

$5,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $5,750,000if the underwriter’s over-allotment option is exercised in full) and an aggregate of $

▲▲800,000 to pay fees and

expenses in connection with the closing of this offering and for working capital following this offering. Theproceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185days or less or in money market funds meeting certain conditions under Rule 2a-7 under the InvestmentCompany Act which invest only in direct U.S. government treasury obligations. We estimate the interest earnedon the trust account will be approximately $250,000 per year (or $287,500 per year if the underwriter’s over-allotment option is exercised in full), assuming an interest rate of 0.1% per year; however, we can provide noassurances regarding this amount.

We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not bepermitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of

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interest to pay our taxes, until the earliest of (i) the completion of our initial business combination, (ii) theredemption of our public shares if we do not complete our initial business combination within 24 months fromthe closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properlysubmitted in connection with a stockholder vote to approve an amendment to our amended and restatedcertificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our publicshares if we have not consummated our initial business combination within 24 months from the closing of thisoffering or with respect to any other material provisions relating to stockholders’ rights or pre-initial businesscombination activity.

The net proceeds held in the trust account may be used as consideration to pay the sellers of a targetbusiness with which we ultimately complete our initial business combination. If our initial business combinationis paid for using equity or debt, or not all of the funds released from the trust account are used for payment of theconsideration in connection with our initial business combination or the redemption of our public shares, we mayapply the balance of the cash released from the trust account for general corporate purposes, including formaintenance or expansion of operations of the post-transaction company, the payment of principal or interest dueon indebtedness incurred in completing our initial business combination, to fund the purchase of other companiesor for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial business combination,including pursuant to forward purchase agreements or backstop arrangements we may enter into followingconsummation of this offering. However, our amended and restated certificate of incorporation will provide that,following this offering and prior to the consummation of our initial business combination, we will be prohibitedfrom issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust accountor (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve anamendment to our amended and restated certificate of incorporation to (x) extend the time we have toconsummate a business combination beyond 24 months from the closing of this offering or (y) amend theforegoing provisions.

We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which suchproceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of atarget business in connection with an indication of interest, we intend to undertake in-depth due diligence,depending on the circumstances of the relevant prospective business combination, only after we have negotiatedand signed a letter of intent or other preliminary agreement that addresses the terms of a business combination.However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a businesscombination is less than the actual amount necessary to do so, we may be required to raise additional capital, theamount, availability and cost of which is currently unascertainable. If we are required to seek additional capital,we could seek such additional capital through loans or additional investments from our sponsor, members of ourmanagement team or any of their affiliates, but such persons are not under any obligation to advance funds to, orinvest in, us.

We will pay our sponsor $10,000 per month for office space, utilities and secretarial and administrativeservices provided to members of our management team. Upon completion of our initial business combination orour liquidation, we will cease paying these monthly fees.

Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for aportion of the expenses of this offering. These loans will be non-interest bearing, unsecured and due at the earlierof March 31, 2022 or the closing of this offering. These loans will be repaid upon completion of this offering outof funds not held in the trust account. As of the date of this prospectus, no such loans were outstanding.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with anintended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers anddirectors may, but are not obligated to, loan us funds as may be required. If we complete our initial businesscombination, we may repay such loaned amounts. In the event that our initial business combination does notclose, we may use a portion of the working capital held outside the trust account to repay such loaned amounts

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but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of suchloans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant atthe option of the lender. The warrants would be identical to the private placement warrants.

Except as set forth above, the terms of such loans, if any, have not been determined and no writtenagreements exist with respect to such loans. Prior to the completion of our initial business combination, we donot expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believethird parties will be willing to loan such funds and provide a waiver against any and all rights to seek access tofunds in our trust account.

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DIVIDEND POLICY

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividendsprior to the completion of our initial business combination. The payment of cash dividends in the future will bedependent upon our revenues and earnings, if any, capital requirements and general financial conditionsubsequent to completion of our initial business combination. The payment of any cash dividends subsequent toour initial business combination will be within the discretion of our board of directors at such time. If we increaseor decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stockdividend or share contribution back to capital or other appropriate mechanism immediately prior to theconsummation of this offering in such amount as to maintain the number of founder shares at 20% of our issuedand outstanding common stock upon the consummation of this offering. Further, if we incur any indebtedness inconnection with our initial business combination, our ability to declare dividends may be limited by restrictivecovenants we may agree to in connection therewith.

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DILUTION

The difference between the public offering price per share of Class A common stock, assuming no value isattributed to the warrants included in the units we are offering pursuant to this prospectus or the privateplacement warrants, and the pro forma net tangible book value per share of our Class A common stock after thisoffering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilutionassociated with the sale and exercise of warrants, including the private placement warrants, which would causethe actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Nettangible book value per share is determined by dividing our net tangible book value, which is our total tangibleassets less total liabilities (including the value of shares of Class A common stock which may be redeemed forcash), by the number of shares of outstanding Class A common stock.

As of June 1, 2021, our net tangible book deficit was $240,000 (excluding deferred offering costs), orapproximately $(0.04) per share of common stock. After giving effect to the sale of 25,000,000 shares of Class Acommon stock included in the units we are offering by this prospectus (or 28,750,000 shares of Class A commonstock if the underwriter’s over-allotment option is exercised in full), the sale of the private placement warrantsand the deduction of underwriting commissions and estimated expenses of this offering, our pro forma nettangible book value at June 1, 2021 would have been $5,000,001 or $0.64 per share (or $5,000,001 or $0.56 pershare if the underwriter’s over-allotment option is exercised in full), representing an immediate increase in nettangible book value (as decreased by the value of 22,933,533 shares of Class A common stock that may beredeemed for cash, or 26,435,333 shares of Class A common stock if the underwriter’s over-allotment option isexercised in full) of $0.60 per share (or $0.53 if the underwriter’s over-allotment option is exercised in full).Total dilution to public stockholders from this offering will be $9.40 per share or 94.0% (or $9.47 per share or94.7% if the underwriter’s over-allotment option is exercised in full).

The following table illustrates the dilution to the public stockholders on a per-share basis, assuming novalue is attributed to the warrants included in the units or the private placement warrants:

WithoutOver-

allotment(1)

WithOver-

allotment

Public offering price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10.00 $ 10.00Net tangible book deficit before this offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.04) (0.03)Increase attributable to public stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.64 0.56

Pro forma net tangible book value after this offering and the sale of the privateplacement warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.60 0.53

Dilution to public stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.40 $ 9.47

Percentage of dilution to public stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94.0% 94.7%

(1) Assumes that 937,500 founder shares are forfeited after the closing of this offering in the event theunderwriter does not exercise its over-allotment option.

For purposes of presentation, we have reduced our pro forma net tangible book value after this offering(assuming no exercise of the underwriter’s over-allotment option) by $229,335,332 because holders of up toapproximately 91.7% of our public shares may redeem their shares for a pro rata share of the aggregate amountthen on deposit in the trust account at a per share redemption price equal to the amount in the trust account as setforth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust twobusiness days prior to the commencement of our tender offer or stockholders meeting, including interest (lessamounts released to us to pay our taxes), divided by the number of shares of Class A common stock sold in thisoffering).

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The following table sets forth information with respect to our▲▲▲▲▲▲▲initial stockholders and the public stockholders:

Shares Purchased Total Compensation AveragePrice per

ShareNumber Percentage Amount Percentage

Initial Stockholders(1) . . . . . . . . . . . . . . . . . . . 6,250,000 20.00% $ 25,000 0.01% $ 0.004Public Stockholders . . . . . . . . . . . . . . . . . . . . . 25,000,000 80.00% $ 250,000,000 99.99% $ 10.000

31,250,000 100.00% $ 250,025,000 100.00%

(1) Assumes that 937,500 founder shares are forfeited after the closing of this offering in the event theunderwriter does not exercise its over-allotment option.

The pro forma net tangible book value per share after this offering is calculated as follows:

Without Over-allotment

With Over-allotment

Numerator:Net tangible book value (deficit) before this offering . . . . . . . . . . . . . . . . . $ (240,000) $ (240,000)Net proceeds from this offering and sale of the private placement

warrants(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252,200,000 289,700,000Plus: Offering costs paid in advance, excluded from tangible book value

before this offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260,000 260,000Less: Deferred underwriting commissions . . . . . . . . . . . . . . . . . . . . . . . . . . (8,750,000) (10,062,500)Less: Warrant liability(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,134,667) (10,304,167)Less: Proceeds held in trust subject to redemption(3) . . . . . . . . . . . . . . . . . (229,335,332) (264,353,332)

$ 5,000,001 $ 5,000,001

Denominator:Class B common stock outstanding prior to this offering . . . . . . . . . . . . . . 7,187,500 7,187,500Class B common stock forfeited if over-allotment is not exercised . . . . . . . (937,500) —Class A common stock included in the units offered . . . . . . . . . . . . . . . . . . 25,000,000 28,750,000Less: Shares subject to redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,933,533) (26,435,333)

8,316,467 9,502,167

(1) Expenses applied against gross proceeds include offering expenses of $800,000▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲and underwriting

commissions of $5,000,000 (or $5,750,000 if the underwriter’s over-allotment option is exercised in full)(excluding deferred underwriting commission). See “Use of Proceeds.”

(2) We will account for the▲▲▲▲▲▲▲▲▲▲13,833,333 warrants to be issued in connection with this offering (comprised of

8,333,333 warrants included in the units and▲▲▲▲▲▲▲▲▲5,500,000 private placement warrants, assuming the

underwriter’s over-allotment option is not exercised) in accordance with the guidance contained inAccounting Standards Codification Topic 815-40. Such guidance provides that because the warrants do notmeet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly,we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at eachbalance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, withthe change in fair value recognized in our statement of operations. The warrants are also subject tore-evaluation of the proper classification and accounting treatment at each reporting period.

(3) If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,executive officers, advisors or any of their affiliates may purchase public shares or public warrants in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial businesscombination. In the event of any such purchases of our shares prior to the completion of our initial businesscombination, the number of shares of Class A common stock subject to redemption will be reduced by theamount of any such purchases, increasing the pro forma net tangible book value per share. See “ProposedBusiness—Effecting Our Initial Business Combination—Permitted Purchases of Our Securities.”

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CAPITALIZATION

The following table sets forth our capitalization as of June 1, 2021, and as adjusted to give effect to thefiling of our amended and restated certificate of incorporation, the sale of our units in this offering and the sale ofthe private placement warrants and the application of the estimated net proceeds derived from the sale of suchsecurities, assuming no exercise by the underwriter of its over-allotment option:

June 1, 2021

Actual As Adjusted

Notes payable to related party(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ —Deferred underwriting commissions(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 8,750,000Warrant liability(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 9,134,667Class A common stock subject to possible redemption; -0- shares actual and

22,933,533 shares as adjusted(4)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 229,335,332Preferred stock, $0.0001 par value, 2,500,000 shares authorized; none issued and

outstanding, actual and as adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Class A common stock, $0.0001 par value, 250,000,000 shares authorized; -0- and

2,066,467 shares issued and outstanding (excluding -0- and 22,933,533 sharessubject to possible redemption), actual and as adjusted, respectively(5) . . . . . . . . . — 207

Class B common stock, $0.0001 par value, 25,000,000 shares authorized;7,187,500 and 6,250,000 shares issued and outstanding, actual and as adjusted,respectively(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719 625

Additional paid-in capital(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,281 5,352,403Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,000) (353,234)

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 5,000,001

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000 $ 252,220,000

(1) Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for aportion of the expenses of this offering. The “as adjusted” information gives effect to the repayment of anyloans made under this note out of the proceeds from this offering and the sale of the private placementwarrants. As of June 1, 2021, we had not borrowed under the promissory note.

(2) Deferred underwriting commissions “As Adjusted” reflects the $8,750,000 (assuming the over-allotmentoption is not exercised) payable to the underwriter as deferred underwriting commission to be placed in atrust account as described herein.

(3) We will account for the▲▲▲▲▲▲▲▲▲▲13,833,333 warrants to be issued in connection with this offering (comprised of

8,333,333 warrants included in the units and▲▲▲▲▲▲▲▲▲5,500,000 private placement warrants, assuming the

underwriter’s over-allotment option is not exercised) in accordance with the guidance contained inAccounting Standards Codification Topic 815-40. Such guidance provides that because the warrants do notmeet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly,we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at eachbalance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, withthe change in fair value recognized in our statement of operations. The warrants are also subject tore-evaluation of the proper classification and accounting treatment at each reporting period.

(4) Upon the completion of our initial business combination, we will provide our public stockholders with theopportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then ondeposit in the trust account calculated as of two business days prior to the consummation of our initialbusiness combination, including interest (less amounts released to us to pay our taxes), divided by thenumber of then outstanding public shares, subject to the limitations described herein whereby redemptionscannot cause our net tangible assets to be less than $5,000,001 upon consummation of our initial businesscombination and after payment of deferred underwriter’s commission and any limitations (including, but notlimited to, cash requirements) created by the terms of the proposed business combination.

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(5) Common stock, subject to redemption “As Adjusted” is calculated as net proceeds from this offering andsale of the private placement warrants of $252,200,000; plus offering costs paid in advance of $260,000(excluded from tangible book value before this offering); less (i) net tangible book deficit before thisoffering of $240,000, (ii) deferred underwriting commissions of $8,750,000 (assuming the over-allotmentoption is not exercised), (iii) $9,134,667 of warrant liability and (iv) the amount by which redemptionscannot cause our net tangible assets to be less than $5,000,001.

(6) Actual share amount is prior to any forfeiture of founder shares and “As Adjusted” amount assumes noexercise of the underwriter’s over-allotment option and forfeiture of an aggregate of 937,500 founder shares.

(7) The additional paid in capital “As Adjusted” calculation is equal to the “As Adjusted” total shareholders’equity of $5,000,001 less Class A common shares (par value) of $207 (25,000,000 common shares less22,933,533 shares subject to redemption), less Class B common shares (par value) of $625 assuming theover-allotment option is not exercised, and less accumulated deficit of $(353,234) which includes offeringcosts allocated to warrant liability in connection to this offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a newly organized blank check company incorporated on April 12, 2021 as a Delaware corporationand 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. To date, our efforts have beenlimited to organizational activities and activities related to this offering. We have not selected any specificbusiness combination target and we have not, nor has anyone on our behalf, engaged in any substantivediscussions, directly or indirectly, with any business combination target with respect to an initial businesscombination with us.

While we may pursue an initial business combination target in any stage of its corporate evolution or in anyindustry, we currently intend to focus on identifying businesses that can benefit from our management team’soperational experience, strategic guidance and network of industry connections. Our intention is to capitalize onthe ability of our management team to identify, acquire and provide guidance to a technology or technology-enabled business, with a particular focus on datacenter infrastructure, enterprise software, e-commerce,consumer/retail, and aerospace and specialized industry sectors, as well as other technology and technology-enabled sectors that may provide the opportunity to unlock the value of a private company and provideopportunities for an attractive risk-adjusted return to our stockholders.

The issuance of additional shares in connection with a business combination to the owners of the target orother investors:

• may significantly dilute the equity interest of investors in this offering, which dilution would increase ifthe anti-dilution provisions in the Class B common stock resulted in the issuance of Class A commonstock on a greater than one-to-one basis upon conversion of the Class B common stock;

• may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued withrights senior to those afforded our Class A common stock;

• could cause a change in control if a substantial number of shares of our Class A common stock are issued,which may affect, among other things, our ability to use our net operating loss carry forwards, if any, andcould result in the resignation or removal of our present officers and directors;

• may have the effect of delaying or preventing a change of control of us by diluting the share ownership orvoting rights of a person seeking to obtain control of us; and

• may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or theowners of a target, it could result in:

• default and foreclosure on our assets if our operating revenues after an initial business combination areinsufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interestpayments when due if we breach certain covenants that require the maintenance of certain financial ratiosor reserves without a waiver or renegotiation of those covenants;

• our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

• our inability to obtain necessary additional financing if the debt contains covenants restricting our abilityto obtain such financing while the debt is outstanding;

• our inability to pay dividends on our Class A common stock;

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• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce thefunds available for dividends on our Class A common stock if declared, expenses, capital expenditures,acquisitions and other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in the industry inwhich we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions andadverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,debt service requirements, execution of our strategy and other purposes and other disadvantages comparedto our competitors who have less debt.

As indicated in the accompanying financial statements, as of June 1, 2021, we had cash of $25,000 anddeferred offering costs of $260,000. Further, we expect to incur significant costs in the pursuit of our initialbusiness combination. We cannot assure you that our plans to raise capital or to complete our initial businesscombination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our activities sinceinception have been limited to organizational activities and those activities related to this offering. Following thisoffering, we will not generate any operating revenues until after completion of our initial business combination.We will generate non-operating income in the form of interest income on cash and cash equivalents after thisoffering. There has been no significant change in our financial or trading position and no material adverse changehas occurred since the date of our audited financial statements. After this offering, we expect to incur increasedexpenses as a result of being a public company (for legal, financial reporting, accounting and auditingcompliance), as well as for due diligence expenses. We expect our expenses to increase substantially after theclosing of this offering.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of this offering through payment of certainexpenses on the Company’s behalf of $25,000 by our sponsor in exchange for the issuance of the founder sharesto our sponsor and up to $300,000 in loans available from our sponsor.

We estimate that the net proceeds from the sale of the units in this offering and the sale of the privateplacement warrants for an aggregate purchase price of $

▲▲▲▲▲▲▲▲▲▲▲258,250,000 (or $

▲▲▲▲▲▲▲▲▲▲▲296,500,000 if the underwriter’s over-

allotment option is exercised in full), after deducting offering expenses of approximately $▲▲800,000 and

underwriting commissions of $5,000,000 (or $5,750,000 if the underwriter’s over-allotment option is exercisedin full) (excluding deferred underwriting commissions of $8,750,000, or $10,062,500 if the underwriter’s over-allotment option is exercised in full), will be $

▲▲▲▲▲▲▲▲▲▲▲252,450,000 (or $

▲▲▲▲▲▲▲▲▲▲▲289

▲,950,000 if the underwriter’s over-allotment

option is exercised in full). $250,000,000 (or $287,500,000 if the underwriter’s over-allotment option isexercised in full) will be held in the trust account, which includes the deferred underwriting commissionsdescribed above. The proceeds held in the trust account will be invested only in U.S. government treasuryobligations with a maturity of 185 days or less or in money market funds meeting certain conditions underRule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.The remaining approximately $

▲▲▲▲▲▲▲▲▲2,450,000 will not be held in the trust account. In the event that our offering

expenses exceed our estimate of $▲▲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 acorresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $

▲▲800,000,

the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

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We intend to use substantially all of the funds held in the trust account, including any amounts representinginterest earned on the trust account (excluding deferred underwriting commissions) to complete our initialbusiness combination. We may withdraw interest to pay our taxes. We estimate our annual franchise taxobligations, based on the number of shares of our common stock authorized and outstanding after the completionof this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as aDelaware corporation per annum, which we may pay from funds from this offering held outside of the trustaccount or from interest earned on the funds held in the trust account and released to us for this purpose. Ourannual income tax obligations will depend on the amount of interest and other income earned on the amountsheld in the trust account. We expect the interest earned on the amount in the trust account will be sufficient topay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration tocomplete our initial business combination, the remaining proceeds held in the trust account will be used asworking capital to finance the operations of the target business or businesses, make other acquisitions and pursueour growth strategies.

Prior to the completion of our initial business combination, we will have available to us the approximately$

▲▲▲▲▲▲▲▲▲2,450,000 of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate

target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,plants or similar locations of prospective target businesses or their representatives or owners, review corporatedocuments and material agreements of prospective target businesses, and structure, negotiate and complete abusiness combination.

We do not believe we will need to raise additional funds following this offering in order to meet theexpenditures required for operating our business prior to our initial business combination. However, if ourestimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating aninitial business combination are less than the actual amount necessary to do so, we may have insufficient fundsavailable to operate our business prior to our initial business combination. In order to fund working capitaldeficiencies or finance transaction costs in connection with an intended initial business combination, our sponsoror an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us fundsas may be required. If we complete our initial business combination, we would repay such loaned amounts. In theevent that our initial business combination does not close, we may use a portion of the working capital heldoutside the trust account to repay such loaned amounts but no proceeds from our trust account would be used forsuch repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post businesscombination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical tothe private placement warrants. The terms of such loans, if any, have not been determined and no writtenagreements exist with respect to such loans. Prior to the completion of our initial business combination, we donot expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believethird parties will be willing to loan such funds and provide a waiver against any and all rights to seek access tofunds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $▲400,000 for

legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating anddocumenting successful business combinations; $100,000 for legal and accounting fees related to regulatoryreporting requirements; $75,000 for

▲▲▲▲Nasdaq and other regulatory fees; $2

▲00,000 for consulting, travel and

miscellaneous expenses incurred during the search for a business combination target; $240,000 for payments foroffice space, utilities and secretarial and administrative services; $ 1,400,000 for directors’ and officers’insurance; and approximately $

▲35,000 for general working capital that will be used for miscellaneous expenses

and reserves.

These amounts are estimates and may differ materially from our actual expenses. In addition, we could use aportion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assistus with our search for a target business or as a down payment or in connection with obtaining a “no-shop”provision (a provision designed to keep target businesses from “shopping” around for transactions with othercompanies or investors on terms more favorable to such target businesses) with respect to a particular proposed

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business combination, although we do not have any current intention to do so. If we entered into an agreementwhere we paid for the right to receive exclusivity from a target business, the amount that would be used as adown payment or in connection with obtaining a “no-shop” provision would be determined based on the terms ofthe specific business combination and the amount of our available funds at the time. Our forfeiture of such funds(whether as a result of our breach or otherwise) could result in our not having sufficient funds to continuesearching for, or conducting due diligence with respect to, prospective target businesses.

Moreover, we may need to obtain additional financing to complete our initial business combination, eitherbecause the transaction requires more cash than is available from the proceeds held in our trust account orbecause we become obligated to redeem a significant number of our public shares upon completion of thebusiness combination, in which case we may issue additional securities or incur debt in connection with suchbusiness combination. In addition, we may target businesses with enterprise values that are greater than we couldacquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, ifthe cash portion of the purchase price exceeds the amount available from the trust account, net of amountsneeded to satisfy any redemptions by public stockholders, we may be required to seek additional financing tocomplete such proposed initial business combination. We may also obtain financing prior to the closing of ourinitial business combination to fund our working capital needs and transaction costs in connection with oursearch for and completion of our initial business combination. There is no limitation on our ability to raise fundsthrough the issuance of equity or equity-linked securities or through loans, advances or other indebtedness inconnection with our initial business combination, including pursuant to forward purchase agreements or backstopagreements we may enter into following consummation of this offering. Subject to compliance with applicablesecurities laws, we would only complete such financing simultaneously with the completion of our initialbusiness combination. If we do not complete our initial business combination because we do not have sufficientfunds available to us, we will be forced to cease operations and liquidate the trust account. In addition, followingour initial business combination, if cash on hand is insufficient, we may need to obtain additional financing inorder to meet our obligations.

Controls and Procedures

We are not currently required to certify an effective system of internal controls as defined by Section 404 ofthe Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a largeaccelerated filer or an accelerated filer and no longer an emerging growth company would we be required tocomply with the independent registered public accounting firm attestation requirement. Further, for as long as weremain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certainexemptions from various reporting requirements that are applicable to other public companies that are notemerging growth companies including, but not limited to, not being required to comply with the independentregistered public accounting firm attestation requirement.

Prior to the closing of this offering, we have not completed an assessment, nor has our independentregistered public accounting firm tested our systems, of internal controls. We expect to assess the internalcontrols of our target business or businesses prior to the completion of our initial business combination and, ifnecessary, to implement and test additional controls as we may determine are necessary in order to state that wemaintain an effective system of internal controls. A target business may not be in compliance with the provisionsof the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized targetbusinesses we may consider for our initial business combination may have internal controls that needimprovement in areas such as:

• staffing for financial, accounting and external reporting areas, including segregation of duties;

• reconciliation of accounts;

• proper recording of expenses and liabilities in the period to which they relate;

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• evidence of internal review and approval of accounting transactions;

• documentation of processes, assumptions and conclusions underlying significant estimates; and

• documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine whatinternal control improvements are necessary for us to meet regulatory requirements and market expectations forour operation of a target business, we may incur significant expenses in meeting our public reportingresponsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud orerroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent registeredpublic accounting firm to audit and render an opinion on such report when required by Section 404 of theSarbanes-Oxley Act. The independent registered public accounting firm may identify additional issuesconcerning a target business’s internal controls while performing their audit of internal control over financialreporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering and the sale of the private placement warrants held in the trust account willbe invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market fundsmeeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations. Due to the short-term nature of these investments, we believe there will be noassociated material exposure to interest rate risk.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of March 25, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii)of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterlyoperating data is included in this prospectus as we have not conducted any operations to date.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements forqualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will beallowed to comply with new or revised accounting pronouncements based on the effective date for private (notpublicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and asa result, we may not comply with new or revised accounting standards on the relevant dates on which adoption ofsuch standards is required for non-emerging growth companies. As a result, our financial statements may not becomparable to companies that comply with new or revised accounting pronouncements as of public companyeffective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reportingrequirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an“emerging growth company,” we choose to rely on such exemptions we may not be required to, among otherthings, (i) provide an independent registered public accounting firm’s attestation report on our system of internalcontrols over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of thecompensation disclosure that may be required of non-emerging growth public companies under the Dodd-FrankWall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by thePCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accountingfirm’s report providing additional information about the audit and the financial statements (auditor discussion

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and analysis), and (iv) disclose certain executive compensation related items such as the correlation betweenexecutive compensation and performance and comparisons of the CEO’s compensation to median employeecompensation. These exemptions will apply for a period of five years following the completion of this offering oruntil we are no longer an “emerging growth company,” whichever is earlier. For as long as we remain anemerging growth company as defined in the JOBS Act, we intend to take advantage of certain of theseexemptions, including, but not limited to, not being required to comply with the independent registered publicaccounting firm attestation requirement.

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PROPOSED BUSINESS

Introduction

We are a newly organized blank check company formed as a Delaware corporation for the purpose ofeffecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses, which we refer to as our initial business combination. To date, ourefforts have been limited to organizational activities and activities related to this offering. We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, engaged in anysubstantive discussions, directly or indirectly, with any business combination target with respect to an initialbusiness combination with us.

While we may pursue an initial business combination target in any stage of its corporate evolution or in anyindustry, we currently intend to focus on identifying businesses that can benefit from our management team’soperational experience, strategic guidance and network of industry connections. Our intention is to capitalize onthe ability of our management team to identify, acquire and provide guidance to a technology or technology-enabled business, with a particular focus on datacenter infrastructure, enterprise software, e-commerce,consumer/retail, and specialized industry sectors, including technology and technology-enabled sectors that mayprovide opportunities to unlock the value of a private company or a carve-out business and to achieve attractiverisk-adjusted returns for our stockholders.

Our Management Team, Sponsor

Our management team is led by Robert Miller, our Chairperson, Manouch Moshayedi and James Peterson,our Co-Chief Executive Officers, Jeffrey Brown, our President and Chief Operating Officer, and John French,our Chief Financial Officer. In addition to our experienced and highly qualified management team, we expect tohave the support and guidance of the members of the board of managers of our sponsor, which includes some ofthe aforementioned members of our management team as well as Frederick Goerner. We believe ourmanagement team is well positioned to identify and evaluate businesses within the technology and technology-enabled sectors that would benefit from its diverse operational experiences and network of industry connections.Our management team has a demonstrated track record of leading growing companies and creating shareholdervalue from their current and prior management positions. We believe that this track record coupled with theirbroad network will lead to a successful partnership with a target in an initial business combination.

Robert Miller, our Chairperson

Mr. Miller is the Chairperson of our board of directors and a member of the board of managers of oursponsor. He is currently the Chairman Emeritus of Albertsons Companies, Inc., a North American grocerycompany comprised of over 2,200 ACME, Albertsons, Carrs, Jewel-Osco, Pavilions, Safeway, Shaw’s, StarMarket, United Supermarket and Vons stores. Mr. Miller began his career at Albertsons Inc., and over 30 yearsworked his way up from Store Manager to Executive Vice President of Retail Operations. He left Albertsons Inc.to join Fred Meyer where he served as Chairman and CEO from 1991 to 1999, culminating in its merger with theKroger Company, upon which he was appointed Vice Chairman and Chief Operating Officer following thetransaction close in May 1999. In December 1999, Mr. Miller was hired as Chairman and CEO of Rite AidCorporation, the country’s third largest drugstore chain, where, over the next three and a half years, he led thesuccessful turnaround of the nearly-bankrupt company. He continued to serve as Chairman of Rite Aid until June2007 and as a Director until 2011. Concurrently, Mr. Miller was Chairman of the Board of Wild Oats Marketsbased in Boulder, Colorado from December 2004 through 2006. In 2006, Mr. Miller returned to lead the newly-formed Albertsons LLC as CEO following the divestiture of certain of Albertsons Inc.’s assets. In 2013, theAlbertsons LLC, which had 192 stores total, acquired 877 stores from SuperValu, Inc., and later that year, added51 stores from Lubbock-based United Supermarkets. In January 2015, AB Acquisition, the parent company ofAlbertsons LLC, backed by a private equity-led investor group, completed a merger with Safeway, doubling the

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size of the company. The Albertsons-Safeway merger created a diversified network of more than 2,200 grocerystores, over 1,600 pharmacies, 35 distribution centers, 19 manufacturing plants, and more than 250,000employees across the country. Mr. Miller currently serves on the Board of Directors of the Jim Pattison Group,the second largest private Canadian company, with operating divisions that span the automotive, advertising,agricultural equipment, food and beverage and other industries and has previously served on the boards ofHarrah’s Entertainment, Inc. and Nordstrom, Inc.

Manouch Moshayedi, our Co-Chief Executive Officer and Director

Mr. Moshayedi is our Co-Chief Executive Officer, a director on our board of directors and a member of theboard of managers of our sponsor. He is currently the CEO of MX3 Ventures, an investment company based inNewport Beach, California, which he founded in 2013 and has served as its CEO since inception. MX3 Venturesinvests in private companies, real estate development projects, and undervalued stabilized properties throughoutCalifornia. Under Mr. Moshayedi’s leadership, MX3 Ventures has made several investments in startups andmultiple real estate projects. Mr. Moshayedi was previously a Founder, Chief Executive Officer and Board Chairof STEC, Inc., a company he started in 1990, took public in 2000 and guided through multiple transitions until2012. Mr. Moshayedi remained one of STEC’s largest shareholders when the company was ultimately sold toWestern Digital Corp. in 2013. Mr. Moshayedi’s distinguished career as a senior executive, including his 22-yeartenure at STEC, provides the management team with demonstrated leadership capabilities and expertise inmanagement, operations and finance. The strengths and benefits of Mr. Moshayedi’s leadership were reflected inSTEC’s transformation into a leading provider of enterprise-class Flash solid-state drives (“SSDs”). WhenMr. Moshayedi founded STEC, the company was a small commodity computer memory company in Santa Ana.Under Mr. Moshayedi’s leadership, STEC grew into a global engineering and manufacturing company,becoming a leading provider of advanced enterprise SSDs, with locations worldwide, including California,Malaysia, Taiwan, Japan, China, India, the United Kingdom, Austria, Germany and Italy.

James Peterson, our Co-Chief Executive Officer

Mr. Peterson is our Co-Chief Executive Officer and a member of the board of managers of our sponsor.Mr. Peterson is currently the president and founder of Peterson Capital Group Inc., an investment vehicle helaunched in 2018, as well as the Chairman of Mobix Labs, Inc., a 5G semiconductor start-up and a director ofCosemi Technologies, Inc., an optical connectivity company. He was previously the Board Chair and ChiefExecutive Officer of Microsemi Corporation, a provider of semiconductor and system solutions, from November2013 until its acquisition by Microchip Technology Incorporated in 2018 and had previously served asMicrosemi Corporation’s President and Chief Executive Officer from 2000 to November 2013. During his tenureat Microsemi, he executed over 25 mergers and acquisitions transactions. Prior to this, he served as President ofLinFinity Microelectronics, Inc., a manufacturer of linear and mixed signal integrated circuits, from 1997 to 1999and as its Vice President of Sales from 1996 to 1997. Microsemi Corporation acquired LinFinityMicroelectronics, Inc. in 1999. Prior to joining LinFinity Microelectronics, Inc., Mr. Peterson served as SeniorVice President of Sales of Texas Instruments from 1984 to 1996.

Jeffrey Brown, our President and Chief Operating Officer

Mr. Brown is our President and Chief Operating Officer and a member of the board of managers of oursponsor. He is currently the Chief Executive Officer and founding member of Brown Equity Partners, LLC,which has provided capital to management teams and companies since its formation in 2007. Mr. Brown’sventure capital and private equity career spans 34 years, including positions with Hughes Aircraft Company,Morgan Stanley & Company, Security Pacific Capital Corporation and Bank of America Corporation and asfounding partner of Forrest Binkley & Brown. Since 2019, Mr. Brown has also served as the Chairman of theBoard of Rent-A-Center, Inc., an industry leading omni-channel lease-to-own provider, where he has also servedas Chairman of the Audit & Risk committee since 2017. Since June 2015, Mr. Brown has served as the LeadDirector of Medifast, Inc., where he also serves as Chairman of the Audit Committee and is a member of theExecutive Committee. Mr. Brown previously served as a director of

▲▲▲▲▲▲▲▲▲▲▲over 50 public and private companies,


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John French, our Chief Financial Officer

Mr. French is our Chief Financial Officer. He is currently the Managing Principal of French AssetManagement, Inc. After 37 years serving public and private clients, Mr. French retired from Ernst & Young LLPin June 2019 as a Senior Assurance Partner. Prior to being a partner at Ernst & Young LLP, Mr. French was anAssurance Partner at Kenneth Leventhal & Company, which was acquired by Ernst & Young LLP in 1995.Mr. French currently serves as an independent and non-executive director of KBS US Prime PropertyManagement Pte. Ltd., the Manager of Prime US REIT, a publicly-traded real estate investment trust and iscurrently on the advisory board of CapRock Partners, a privately-held investment sponsor. Mr. French previouslyserved on the Executive Board of University of California at Irvine (UCI) Paul Merage School of BusinessCenter for Real Estate and the Policy Advisory Board of the Fisher Center for Real Estate and Urban Economicsat the University of California at Berkeley. Mr. French is a Certified Public Accountant in California andNevada.

Frederick “Rick” Goerner

Mr. Goerner is a member of the board of managers of our sponsor. He retired from Microsemi Corporationin 2018, following its acquisition by Microchip Technology Incorporated. At Microsemi, Mr. Goerner served asExecutive Vice President of Marketing and Worldwide Sales and was active in integrating most of the firm’smore than 20 acquisitions after joining Microsemi in 2011. Prior to his tenure at Microsemi, Mr. Goerner wasSenior Vice President of Marketing/Sales and Business Development at Quartics Inc., a video processing start-upin Orange County California. Prior to that, Mr. Goerner served as President and CEO of Patriot ScientificCorporation, a microprocessor IP licensing and secure data sharing software provider. Mr. Goerner has heldvarious executive management positions with a number of high tech semiconductor organizations, includingOxford Semiconductor/TransDimension Inc., Texas Instruments Inc., TDK Corporation in Japan and SiliconSystems Inc. Mr. Goerner also spent eight years in Silicon Valley holding senior marketing positions at TeledyneSemiconductor and Philips Semiconductors/Signetics. Recently, Mr. Goerner has been active in the OrangeCounty technology sector, investing in and serving as a founding board member of Mobix Labs, Inc., andchairing its advisory board while also serving as an advisory board member at Syntiant Corporation, an advancedvoice recognition and machine learning semiconductor start-up. Mr. Goerner also served as an advisor in therecent acquisition of specialty electronics distributor SemiDice by Micross Inc.

The past experience or performance of our management team and their respective affiliates is not aguarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect toany business combination that we may consummate. You should not rely on the historical record of ourmanagement team or their respective affiliates, or businesses associated with them, as indicative of futureperformance. Our management team and their respective affiliates, or businesses associated with them, have beeninvolved in investments in a number of companies, not all of which have achieved positive performance levels.See “Risk Factors—Past performance by our management team or their respective affiliates may not beindicative of future performance of an investment in us.” For a complete list of our executive officers and entitiesfor which a conflict of interest may or does exist between such officers and the company, refer to“Management—Conflicts of Interest.” In addition to the above, our officers and directors are not required tocommit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocatingmanagement time among various business activities, including identifying potential business combinations.

Business Strategy and Competitive Advantages

Our business strategy is to identify and complete a business combination with a company in the technologyor technology-enabled sectors that can benefit from our deep operational experience. Our management team hasa proven track record as operators, executives, investors, and board members and we intend to seek initialbusiness combination targets where we believe our experience can add value. As such, we plan to focus our

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efforts on high-growth and differentiated opportunities where we feel we are well-situated to support the businessafter completion of the initial business combination. Our management team has the following competitiveadvantages to help enable us to successfully execute a business combination:

• Our management team has guided a variety of successful companies throughout their careers—Ourmanagement team has successfully led, operated and invested in a wide range of public and privatecompanies with different business models, in diverse industries, and across lifecycle stages. Members ofour management team have served as founders, board chairs, CEOs, lead directors, board members orsignificant investors in many companies including Albertsons, Caesars Entertainment, Kroger, Medifast,Microsemi, Nordstrom, Stamps.com, and STEC.

• Our management team are builders and operators at heart—Our management team has experience helpingyoung companies scale and large, mature businesses continue to grow. We pride ourselves in having amanagement team that has helped build multi-billion dollar businesses both organically and throughacquisitions. We intend to look for businesses that we believe will benefit from our management team’soperational and transactional experience and are committed to providing guidance and support to growpartner companies.

• Our management team has guided companies through transformational change and has been deeplyinvolved in the strategic and operational aspects of businesses—We believe our management team’sexperience in founding, investing, operating, and guiding successful businesses can help to create value intarget companies. Our management team’s strategic and operational expertise includes the execution ofmergers and acquisitions, capital raising, the optimization of capital structures, the expansion ofgeographic and end markets, the development of products, the hiring and mentoring of key seniormanagement, the acquisition of new customers, and the management of supply chains and globaloperations.

• Extensive public company experience—Our management team has served as executives and boardmembers at publicly traded companies and has deep experience interacting with investors, equity analysts,and the media. Our management team also has a deep understanding of capital markets and strategicmergers and acquisitions, which we believe is important to structure, finance and execute a successfulbusiness combination transaction as well as supporting future company growth.

Over the course of extensive careers, our management team has developed a broad and diverse network ofrelationships and extensive investment and operating experience across the technology and technology-enabledspectrum, including datacenter infrastructure, enterprise software, e-commerce, consumer/retail, manufacturing,and other specialized industry sectors. This experience and deep network of business contacts gained throughdecades of operational experience, personal investments and relationships in the venture capital, private equity,entrepreneurial and academic communities will be helpful in sourcing and identifying a wide range of attractivebusiness combination opportunities. Following the completion of this offering, we plan to utilize ourmanagement team’s network and industry experience to begin the process of pursuing and reviewing potentialopportunities that meet our business combination criteria.

Value Creation

Our management team has a proven track record of creating shareholder value. Examples of this include:

• Transformative Transactions—Members of our management team have successfully led capital marketsand merger and acquisition strategies, including initial public offerings, the sales of businesses andstrategic acquisitions. These transactions enabled the respective companies to grow by raising capital,realizing revenue and cost synergies in merger and acquisitions, and/or unlocking shareholder value in asale of the company. We expect to provide strategic expertise to help grow our initial businesscombination target and maximize value for our stockholders.

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• Long-Term Operating Partnership—Members of our management team have decades of leadershipexperience in their respective industries. In a number of instances, they have led their respectivecompanies over many years, providing a steady presence to implement long-term strategic plans, recruittop talent, and drive operational improvements to grow their respective companies. Our initial businesscombination target can expect the same long-term commitment.

• Strategic Mergers and Acquisitions—Members of our management team have successfully executedmerger and acquisitions to drive scale and grow market share, enter new markets and geographies, andacquire new talent, technology, products, and customers. We expect to work with our initial businesscombination target to opportunistically incorporate mergers and acquisitions to accelerate growth andcreate shareholder value.

We believe our management team’s track record of strategic and operational success, as well as our abilityto support our initial business combination target, will make us a partner of choice for leading businesses.Following our initial business combination, we expect to collaborate with the management of our initial businesscombination target on relevant initiatives, including, navigating the public markets, mergers and acquisitions,growth and expansion opportunities, capital allocation decisions, talent acquisition, and broadening their networkof potential partners and customers.

Sourcing of Potential Acquisitions

We believe that the network of contacts and relationships of our management team will provide us with animportant source of acquisition opportunities. In addition to any potential business candidates we may identify onour own, we anticipate that other target business candidates will be brought to our attention from variousunaffiliated sources, including investment market participants, venture capital investors, investment banks,private equity firms, consultants, accounting firms and large business enterprises seeking to divest non-coreassets or divisions. In evaluating a prospective target business, we expect to conduct a thorough due diligencereview which will encompass, among other things, meetings with management and employees, diligence from acustomer and product standpoint, as well as a review of financial, operational, legal and other information madeavailable to us.

The time required to select and evaluate a target business and to structure and complete our initial businesscombination, as well as the costs associated with this process, are not currently ascertainable with any degree ofcertainty. Any costs incurred with respect to the identification and evaluation of a prospective target businesswith which we do not ultimately complete our initial business combination will result in our incurring losses andwill reduce the funds we can use to complete another business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated withour sponsor, officers or directors, or completing the business combination through a joint venture or other formof shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial businesscombination with a target that is affiliated with our executive officers or directors, including our sponsor, we, ora committee of independent directors, would obtain an opinion from an independent investment banking firm ora valuation or appraisal firm, that such initial business combination is fair to our company from a financial pointof view.

Members of our management team may directly or indirectly own founder shares and/or private placementwarrants following this offering and, accordingly, may have a conflict of interest in determining whether aparticular target business is an appropriate business with which to effectuate our initial business combination.Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers and directors was included by a targetbusiness as a condition to any agreement with respect to our initial business combination.

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Certain of our officers and directors presently have, and any of them in the future may have, additionalfiduciary or contractual obligations to other entities, pursuant to which such officer or director is or will berequired to present a business combination opportunity to such entity. No members of our management teamhave any obligation to present us with any opportunity for a potential business combination of which theybecome aware, unless presented to such member solely in his or her capacity as a director or officer of thecompany. Our management may be required to present potential business combinations to other entities, beforethey present such opportunities to the company. Conflicts with our business and interests are most likely to arisefrom our management’s involvement in activities related to (1) the timing and terms of any proposed businesscombination, and (2) compensation to our management. Our amended and restated certificate of incorporationwill provide that we renounce our interest in any corporate opportunity offered to any director or officer unlesssuch opportunity is expressly offered to such person solely in his or her capacity as our director or officer andsuch opportunity is one we are legally and contractually permitted to undertake and would otherwise bereasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to uswithout violating another legal obligation.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines thatwe believe are important in evaluating prospective target businesses. We will use these criteria and guidelines inevaluating acquisition opportunities, but we may decide to enter into our initial business combination with atarget business that does not meet these criteria and guidelines.

We intend to acquire one or more businesses that we believe:

• are growth-oriented, market-leading companies within their industries;

• have a durable market position, with barriers to entry and differentiated talent, skills, and capabilities tomaintain distinct competitive advantages;

• would benefit from our management’s network or expertise such as additional management expertise,capital structure optimization, acquisition advice or operational changes to drive improved financialperformance;

• are fundamentally sound acquisition opportunities that are underperforming their potential;

• have unrecognized value or other characteristics, potential for desirable returns on capital and a need forcapital to achieve the company’s growth strategy, that we believe have been misevaluated by themarketplace based on our analysis and due diligence review;

• will offer an attractive risk-adjusted return for our stockholders, potential upside from growth in the targetbusiness and an improved capital structure that will be weighed against any identified downside risks; and

• can benefit from being publicly traded, are prepared to be a publicly traded company and can utilizeaccess to broader capital markets.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of aparticular initial business combination may be based, to the extent relevant, on these general criteria andguidelines as well as other considerations, factors, criteria and guidelines that our management may deemrelevant. In the event that we decide to enter into our initial business combination with a target business that doesnot meet the above criteria and guidelines, we will disclose that the target business does not meet the abovecriteria and guidelines in our stockholder communications related to our initial business combination, which, asdiscussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials thatwe would file with the SEC.

In addition to any potential business candidates we may identify on our own, we anticipate that other targetbusiness candidates will be brought to our attention from various unaffiliated sources, including investment

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market participants, venture capital investors, investment banks, private equity firms, consultants, accountingfirms and large business enterprises seeking to divest non-core assets or divisions.

Initial Business Combination

▲▲▲▲Nasdaq rules require that we must complete one or more business combinations having an aggregate fair

market value of at least 80% of the value of the assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the trust account) at the time of oursigning a definitive agreement in connection with our initial business combination and that any such businesscombination be approved by a majority of our independent directors. Our board of directors will make thedetermination as to the fair market value of our initial business combination. If our board of directors is not ableto independently determine the fair market value of our initial business combination, we will obtain an opinionfrom an independent investment banking firm or a valuation or appraisal firm with respect to the satisfaction ofsuch criteria. While we consider it unlikely that our board of directors will not be able to make an independentdetermination of the fair market value of our initial business combination, it may be unable to do so if it is lessfamiliar or experienced with the business of a particular target or if there is a significant amount of uncertainty asto the value of the target’s business, assets or prospects.

We anticipate structuring our initial business combination so that the post-transaction company in which ourpublic stockholders own shares will own or acquire 100% of the equity interests or assets of the target businessor businesses. We may, however, structure our initial business combination such that the post-transactioncompany owns or acquires less than 100% of such interests or assets of the target business in order to meetcertain objectives of the target management team or stockholders or for other reasons. However, we will onlycomplete such business combination if the post-transaction company owns or acquires 50% or more of theoutstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for itnot to be required to register as an investment company under the Investment Company Act of 1940, as amended(the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of thevoting securities of the target, our stockholders prior to the business combination may collectively own aminority interest in the post-transaction company, depending on valuations ascribed to the target and us in thebusiness combination transaction. For example, we could pursue a transaction in which we issue a substantialnumber of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of atarget. In this case, we would acquire a 100% controlling interest in the target. However, as a result of theissuance of a substantial number of new shares, our stockholders immediately prior to our initial businesscombination could own less than a majority of our outstanding shares subsequent to our initial businesscombination. If less than 100% of the equity interests or assets of a target business or businesses are owned oracquired by the post-transaction company, the portion of such business or businesses that is owned or acquired iswhat will be taken into account for purposes of the 80% of net assets test described above. If the businesscombination involves more than one target business, the 80% of net assets test will be based on the aggregatevalue of all of the target businesses.

On or about the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC tovoluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). As a result, we will be subject to the rules and regulations promulgated under the ExchangeAct. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under theExchange Act prior or subsequent to the consummation of our initial business combination.

Financial Position

With funds available for a business combination initially in the amount of $241,250,000 (assuming noredemptions), after payment of $8,750,000 of deferred underwriting fees (or $277,437,500 (assuming noredemptions) after payment of $10,062,500 of deferred underwriting fees if the underwriter’s over-allotment

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option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for itsowners, providing capital for the potential growth and expansion of its operations or strengthening its balancesheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash,debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficientcombination that will allow us to tailor the consideration to be paid to the target business to fit its needs anddesires. However, we have not taken any steps to secure third party financing and there can be no assurance itwill be available to us.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects forour success may depend entirely on the future performance of a single business. Unlike other entities that havethe resources to complete business combinations with multiple entities in one or several industries, it is probablethat we will not have the resources to diversify our operations and mitigate the risks of being in a single line ofbusiness. By completing our initial business combination with only a single entity, our lack of diversificationmay:

• subject us to negative economic, competitive and regulatory developments, any or all of which may have asubstantial adverse impact on the particular industry in which we operate after our initial businesscombination, and

• cause us to depend on the marketing and sale of a single product or limited number of products orservices.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluatingthe desirability of effecting our initial business combination with that business, our assessment of the targetbusiness’s management may not prove to be correct. In addition, the future management may not have thenecessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of membersof our management team, if any, in the target business cannot presently be stated with any certainty. Thedetermination as to whether any of the members of our management team will remain with the combinedcompany will be made at the time of our initial business combination. While it is possible that one or more of ourdirectors will remain associated in some capacity with us following our initial business combination, it isunlikely that any of them will devote their full efforts to our affairs subsequent to our initial businesscombination.

Moreover, we cannot assure you that members of our management team will have significant experience orknowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positionswith the combined company. The determination as to whether any of our key personnel will remain with thecombined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbentmanagement of the target business. We cannot assure you that we will have the ability to recruit additionalmanagers, or that additional managers will have the requisite skills, knowledge or experience necessary toenhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SECsubject to the provisions of our amended and restated certificate of incorporation. However, we will seekstockholder approval if it is required by law or applicable stock exchange rules, or we may decide to seekstockholder approval for business or other legal reasons.

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Presented in the table below is a graphic explanation of the types of initial business combinations we mayconsider and whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction

WhetherStockholderApproval isRequired

Purchase of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NoPurchase of stock of target not involving a merger with the company . . . . . . . . . . . . . . . . . . . . . . . . . NoMerger of target into a subsidiary of the company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NoMerger of the company with a target . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes

Under▲▲▲▲Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if,

for example:

• We issue shares of common stock that will be equal to or in excess of 20% of the number of our shares ofcommon stock then outstanding (other than in a public offering);

• Any of our directors, officers or substantial stockholders (as defined by▲▲▲▲Nasdaq rules) has a 5% or greater

interest earned on the trust account (or such persons collectively have a 10% or greater interest), directlyor indirectly, in the target business or assets to be acquired or otherwise and the present or potentialissuance of common stock could result in an increase in outstanding common stock or voting power of 5%or more; or

• The issuance or potential issuance of common stock will result in our undergoing a change of control.

Permitted Purchases of Our Securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiatedtransactions or in the open market either prior to or following the completion of our initial business combination.There is no limit on the number of shares our sponsor, directors, officers, advisors or their affiliates maypurchase in such transactions, subject to compliance with applicable law and

▲▲▲▲Nasdaq rules. However, we

understand that they have no current commitments, plans or intentions to engage in such transactions and havenot formulated any terms or conditions for any such transactions. None of the funds in the trust account will beused to purchase shares or public warrants in such transactions. If they engage in such transactions, they will berestricted from making any such purchases when they are in possession of any material non-public informationnot disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privatelynegotiated 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. We do notcurrently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rulesunder the Exchange Act or a going- private transaction subject to the going-private rules under the Exchange Act;however, if the purchasers determine at the time of any such purchases that the purchases are subject to suchrules, the purchasers will comply with such rules.

The purpose of any such purchases of shares could be to (i) vote such shares in favor of the businesscombination and thereby increase the likelihood of obtaining stockholder approval of the business combinationor (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth ora certain amount of cash at the closing of our initial business combination, where it appears that such requirementwould otherwise not be met. The purpose of any such purchases of public warrants could be to reduce thenumber of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holdersfor approval in connection with our initial business combination. Any such purchases of our securities may resultin the completion of our initial business combination that may not otherwise have been possible.

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In addition, if such purchases are made, the public “float” of our Class A common stock or public warrantsmay be reduced and the number of beneficial holders of our securities may be reduced, which may make itdifficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders withwhom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either thestockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in thecase of Class A common stock) following our mailing of proxy materials in connection with our initial businesscombination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a privatepurchase, they would identify and contact only potential selling stockholders who have expressed their electionto redeem their shares for a pro rata share of the trust account or vote against our initial business combination,whether or not such stockholder has already submitted a proxy with respect to our initial business combinationbut only if such shares have not already been voted at the stockholder meeting related to our initial businesscombination. Our sponsor, executive officers, directors, advisors or any of their affiliates will select whichstockholders to purchase shares from based on a negotiated price and number of shares and any other factors thatthey may deem relevant, and will only purchase shares if such purchases comply with Regulation M under theExchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will berestricted from making purchases of shares if the purchases would violate Section 9(a)(2) of, or Rule 10b-5 underthe Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of theExchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares ofClass A common stock upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days priorto the consummation of the initial business combination, including interest (less amounts released to us to payour taxes), divided by the number of then outstanding public shares, subject to the limitations and on theconditions described herein. The amount in the trust account is initially anticipated to be $10.00 per public share.The per share amount we will distribute to investors who properly redeem their shares will not be reduced by thedeferred underwriting commissions we will pay to the underwriter. The redemption rights will include therequirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itselfin order to validly redeem its shares. There will be no redemption rights upon the completion of our initialbusiness combination with respect to our warrants. Our sponsor, officers and directors have entered into a letteragreement with us pursuant to which they have agreed to waive their redemption rights in connection with thecompletion of our initial business combination with respect to any founder shares and public shares they mayhold.

Limitations on Redemptions

Our amended and restated certificate of incorporation will provide that in no event will we redeem ourpublic shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, ourproposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to bepaid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) theretention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be requiredto pay for all shares of Class A common stock that are validly submitted for redemption plus any amountrequired to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed theaggregate amount of cash available to us, we will not complete the initial business combination or redeem anyshares in connection with such initial business combination, and all shares of Class A common stock submittedfor redemption will be returned to the holders thereof. We may, however, raise funds through the issuance ofequity-linked securities or through loans, advances or other indebtedness in connection with our initial businesscombination, including pursuant to forward purchase agreements or backstop arrangements we may enter into

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following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets orminimum cash requirements.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their publicshares upon the completion of our initial business combination either (i) in connection with a stockholdermeeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tenderoffer. The decision as to whether we will seek stockholder approval of a proposed initial business combination orconduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors suchas the timing of the transaction and whether the terms of the transaction would require us to seek stockholderapproval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchaseswould not typically require stockholder approval while direct mergers with our company where we do notsurvive and any transaction in which we issue more than 20% of our outstanding common stock or seek to amendour amended and restated certificate of incorporation would require stockholder approval. So long as we obtainand maintain a listing for our securities on

▲▲▲▲Nasdaq, we will be required to comply with

▲▲▲▲Nasdaq stockholder

approval rules.

The requirement that we provide our public stockholders with the opportunity to redeem their public sharesby one of the two methods listed above will be contained in provisions of our amended and restated certificate ofincorporation and will apply whether or not we maintain our registration under the Exchange Act or our listingon

▲▲▲▲Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to

vote thereon.

If we provide our public stockholders with the opportunity to redeem their public shares in connection witha stockholder meeting, we will:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under theExchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

• file proxy materials with the SEC.

If we seek stockholder approval, we will complete our initial business combination only if a majority of theoutstanding shares of common stock voted are voted in favor of the initial business combination. A quorum forsuch meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock ofthe company representing a majority of the voting power of all outstanding shares of capital stock of thecompany entitled to vote at such meeting. Shares of our common stock held by our sponsor and officers anddirectors will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directorshave agreed to vote any founder shares they hold and any public shares purchased during or after this offering(including in open market and privately-negotiated transactions) in favor of our initial business combination. Asa result, in addition to our founder shares, which are entitled to 20% of the combined voting power of the foundershares and all shares of our common stock voting together as a single class, we would need 9,375,001, or 37.5%(assuming all outstanding shares are voted and the underwriter’s over-allotment option is not exercised) or1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and theunderwriter’s over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to bevoted in favor of an initial business combination in order to have our initial business combination approved.These quorum and voting thresholds, and the voting agreement of our sponsor may make it more likely that wewill consummate our initial business combination. Each public stockholder may elect to redeem its public sharesirrespective of whether they vote for or against the proposed transaction or whether they were a stockholder onthe record date for the stockholder meeting held to approve the proposed transaction.

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If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or otherlegal reasons, we will:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, whichregulate issuer tender offers, and

• file tender offer documents with the SEC prior to completing our initial business combination, which willcontain substantially the same financial and other information about the initial business combination andthe redemption rights as is required pursuant to Regulation 14A under the Exchange Act, which regulatesthe solicitation of proxies.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain openfor at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not bepermitted to complete our initial business combination until the expiration of the tender offer period. In addition,the tender offer will be conditioned on public stockholders not tendering more than a specified number of publicshares, which number will be based on the requirement that we may not redeem public shares in an amount thatwould cause our net tangible assets to be less than $5,000,001. If public stockholders tender more shares than wehave offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Upon the public announcement of our initial business combination, if we elect to conduct redemptionspursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule10b5-1 under the Exchange Act to purchase shares of our Class A common stock in the open market, in order tocomply with Rule 14e-5 under the Exchange Act.

We intend to require our public stockholders seeking to exercise their redemption rights, whether they arerecord holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stockcertificates to our transfer agent or deliver their shares to our transfer agent electronically using The DepositoryTrust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxymaterials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusiness days prior to the vote on the proposal to approve the initial business combination. In addition, if weconduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seekingredemption of its public shares to also submit a written request for redemption to our transfer agent two businessdays prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materialsor tender offer documents, as applicable, that we will furnish to holders of our public shares in connection withour initial business combination will indicate whether we are requiring public stockholders to satisfy suchdelivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptionswithout the need for further communication or action from the redeeming public stockholders, which could delayredemptions and result in additional administrative cost. If the proposed initial business combination is notapproved and we continue to search for a target company, we will promptly return any certificates or sharesdelivered by public stockholders who elected to redeem their shares.

Our amended and restated certificate of incorporation will provide that in no event will we redeem ourpublic shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, ourproposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to bepaid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) theretention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be requiredto pay for all shares of Class A common stock that are validly submitted for redemption plus any amountrequired to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed theaggregate amount of cash available to us, we will not complete the initial business combination or redeem anyshares in connection with such initial business combination, and all shares of Class A common stock submittedfor redemption will be returned to the holders thereof. We may, however, raise funds through the issuance ofequity-linked securities or through loans, advances or other indebtedness in connection with our initial businesscombination, including pursuant to forward purchase agreements or backstop arrangements we may enter into

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following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets orminimum cash requirements.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek StockholderApproval

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedcertificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholderor any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, withoutour prior consent. We believe this restriction will discourage stockholders from accumulating large blocks ofshares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against aproposed business combination as a means to force us or our management to purchase their shares at a significantpremium to the then-current market price or on other undesirable terms. Absent this provision, a publicstockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exerciseits redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at apremium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability toredeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limitthe ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initialbusiness combination, particularly in connection with a business combination with a target that requires as aclosing condition that we have a minimum net worth or a certain amount of cash.

However, we will not restrict our stockholders’ ability to vote all of their shares (including Excess Shares)for or against our initial business combination.

Delivering Stock Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our public stockholders seeking to exercise their redemption rights,whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either delivertheir stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using TheDepository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in theproxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up totwo business days prior to the vote on the proposal to approve the initial business combination. In addition, if weconduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seekingredemption of its public shares to also submit a written request for redemption to our transfer agent two businessdays prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materialsor tender offer documents, as applicable, that we will furnish to holders of our public shares in connection withour initial business combination will indicate whether we are requiring public stockholders to satisfy suchdelivery requirements, which will include the requirement that any beneficial owner on whose behalf aredemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, apublic stockholder would have up to two business days prior to the vote on the initial business combination if wedistribute proxy materials, or from the time we send out our tender offer materials until the close of the tenderoffer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. Inthe event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tenderoffer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it isadvisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the sharesor delivering them through the DWAC system. The transfer agent will typically charge the broker submitting ortendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this coston to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders

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seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirementof exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in theproxy materials or tender offer documents, as applicable. Furthermore, if a holder of a public share delivered itscertificate in connection with an election of redemption rights and subsequently decides prior to the applicabledate not to elect to exercise such rights, such holder may simply request that the transfer agent return thecertificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our publicshares electing to redeem their shares will be distributed promptly after the completion of our initial businesscombination.

If our initial business combination is not approved or completed for any reason, then our public stockholderswho elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable prorata share of the trust account. In such case, we will promptly return any certificates delivered by public holderswho elected to redeem their shares.

If our proposed initial business combination is not completed, we may continue to try to complete an initialbusiness combination with a different target until 24 months from the closing of this offering.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our amended and restated certificate of incorporation will provide that we will have only 24 months fromthe closing of this offering to complete our initial business combination. If we do not complete our initialbusiness combination within such 24-month period, we will: (i) cease all operations except for the purpose ofwinding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem thepublic shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest to paydissolution expenses), divided by the number of then outstanding public shares, which redemption willcompletely extinguish public stockholders’ rights as stockholders (including the right to receive furtherliquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subjectto the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in eachcase to our obligations under Delaware law to provide for claims of creditors and the requirements of otherapplicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, whichwill expire worthless if we fail to complete our initial business combination within the 24- month time period.

Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they havewaived their rights to liquidating distributions from the trust account with respect to any founder shares they holdif we fail to complete our initial business combination within 24 months from the closing of this offering.However, if our sponsor or management team acquire public shares in or after this offering, they will be entitledto liquidating distributions from the trust account with respect to such public shares if we fail to complete ourinitial business combination within the allotted 24-month time period.

Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will notpropose any amendment to our amended and restated certificate of incorporation to modify the substance ortiming of our obligation to redeem 100% of our public shares if we do not complete our initial businesscombination within 24 months from the closing of this offering or with respect to any other material provisionsrelating to stockholders’ rights or pre-initial business combination activity, unless we provide our publicstockholders with the opportunity to redeem their public shares upon approval of any such amendment at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest (less amounts released to us to pay our taxes), divided by the number of then outstanding public shares.However, we may not redeem our public shares in an amount that would cause our net tangible assets to be lessthan $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public

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shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendmentor the related redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well aspayments to any creditors, will be funded from amounts remaining out of the approximately $

▲▲▲▲▲▲▲▲▲▲2,450,000 of

proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for suchpurpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementingour plan of dissolution, to the extent that there is any interest accrued in the trust account not required to paytaxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interestto pay those costs and expenses.

If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants,other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned onthe trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemptionamount received by stockholders upon our dissolution would be approximately $10.00. The proceeds depositedin the trust account could, however, become subject to the claims of our creditors which would have higherpriority than the claims of our public stockholders. We cannot assure you that the actual per-share redemptionamount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL,our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments tobe made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before wemake any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any,we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (except our independent registered publicaccounting firm), prospective target businesses and other entities with which we do business execute agreementswith us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for thebenefit of our public stockholders, there is no guarantee that they will execute such agreements or even if theyexecute such agreements that they would be prevented from bringing claims against the trust account includingbut not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well asclaims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to aclaim against our assets, including the funds held in the trust account. If any third party refuses to execute anagreement waiving such claims to the monies held in the trust account, our management will consider whethercompetitive alternatives are reasonably available to us and will only enter into an agreement with such third partyif management believes that such third party’s engagement would be in the best interests of the company underthe circumstances. Examples of possible instances where we may engage a third party that refuses to execute awaiver include the engagement of a third party consultant whose particular expertise or skills are believed bymanagement to be significantly superior to those of other consultants that would agree to execute a waiver or incases where management is unable to find a service provider willing to execute a waiver. The underwriter of thisoffering will not execute agreements with us waiving such claims to the monies held in the trust account. Inaddition, there is no guarantee that such entities will agree to waive any claims they may have in the future as aresult of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse againstthe trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreedthat it will be liable to us if and to the extent any claims by a third party for services rendered or products sold tous, or a prospective target business with which we have entered into a written letter of intent, confidentiality orother similar agreement or business combination agreement, reduce the amount of funds in the trust account tobelow the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust accountas of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in thevalue of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a thirdparty or prospective target business that executed a waiver of any and all rights to the monies held in the trustaccount (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of theunderwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, wehave not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified

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whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’sonly assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able tosatisfy those obligations. As a result, if any such claims were successfully made against the trust account, thefunds available for our initial business combination and redemptions could be reduced to less than $10.00 perpublic share. In such event, we may not be able to complete our initial business combination, and you wouldreceive such lesser amount per share in connection with any redemption of your public shares. None of ourofficers or directors will indemnify us for claims by third parties including, without limitation, claims by vendorsand prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and(ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trustaccount if less than $10.00 per public share due to reductions in the value of the trust assets, in each case lesstaxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnificationobligations related to a particular claim, our independent directors would determine whether to take legal actionagainst our sponsor to enforce its indemnification obligations. While we currently expect that our independentdirectors would take legal action on our behalf against our sponsor to enforce its indemnification obligations tous, it is possible that our independent directors in exercising their business judgment and subject to their fiduciaryduties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemedby the independent directors to be too high relative to the amount recoverable or if the independent directorsdetermine that a favorable outcome is not likely. If our independent directors choose not to enforce theseindemnification obligations, the amount of funds in the trust account available for distribution to our publicstockholders may be reduced below $10.00 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due toclaims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or otherentities with which we do business execute agreements with us waiving any right, title, interest or claim of anykind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under ourindemnity of the underwriter of this offering against certain liabilities, including liabilities under the SecuritiesAct. We will have access to up to approximately $

▲▲▲▲▲▲▲▲▲▲2,450,000 from the proceeds of this offering with which to pay

any such potential claims (including costs and expenses incurred in connection with our liquidation, currentlyestimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities isinsufficient, stockholders who received funds from our trust account could be liable for claims made by creditors.In the event that our offering expenses exceed our estimate of $

▲▲800,000, we may fund such excess with funds

from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outsidethe trust account would decrease by a corresponding amount. Conversely, in the event that the offering expensesare less than our estimate of $

▲▲800,000, the amount of funds we intend to be held outside the trust account would

increase by a corresponding amount.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to theextent 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 ourpublic shares in the event we do not complete our initial business combination within 24 months from the closingof this offering may be considered a liquidating distribution under Delaware law. If the corporation complieswith certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonableprovision for all claims against it, including a 60-day notice period during which any third-party claims can bebrought against the corporation, a 90-day period during which the corporation may reject any claims brought, andan additional 150-day waiting period before any liquidating distributions are made to stockholders, any liabilityof stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro ratashare of the claim or the amount distributed to the stockholder, and any liability of the stockholder would bebarred after the third anniversary of the dissolution.

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Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon theredemption of our public shares in the event we do not complete our initial business combination within24 months from the closing of this offering, is not considered a liquidating distribution under Delaware law andsuch redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings thata party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of theDGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemptiondistribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initialbusiness combination within 24 months from the closing of this offering, we will: (i) cease all operations exceptfor the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business daysthereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the trust account including interest (less amounts released to us to pay our taxes and up to $100,000 ofinterest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemptionwill completely extinguish public stockholders’ rights as stockholders (including the right to receive furtherliquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subjectto the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in eachcase to our obligations under Delaware law to provide for claims of creditors and the requirements of otherapplicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possiblefollowing the 24-month anniversary of the closing of this offering and, therefore, we do not intend to complywith those procedures. As such, our stockholders could potentially be liable for any claims to the extent ofdistributions received by them (but no more) and any liability of our stockholders may extend well beyond thethird anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt aplan, based on facts known to us at such time that will provide for our payment of all existing and pending claimsor claims that may be potentially brought against us within the subsequent 10 years.

However, because we are a blank check company, rather than an operating company, and our operationswill be limited to searching for prospective target businesses to acquire, the only likely claims to arise would befrom our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As describedabove, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors,service providers, prospective target businesses or other entities with which we do business execute agreementswith us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As aresult of this obligation, the claims that could be made against us are significantly limited and the likelihood thatany claim that would result in any liability extending to the trust account is remote. Further, our sponsor may beliable only to the extent necessary to ensure that the amounts in the trust account are not reduced below(i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date ofthe liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount ofinterest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriter ofthis offering against certain liabilities, including liabilities under the Securities Act. In the event that an executedwaiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent ofany liability for such third-party claims.

If 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 ourbankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Tothe extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return$10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntarybankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could beviewed 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 some or all amounts received byour stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to ourcreditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive

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damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Wecannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of theredemption of our public shares if we do not complete our initial business combination within 24 months fromthe closing of this offering, (ii) in connection with a stockholder vote to amend our amended and restatedcertificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our publicshares if we do not complete our initial business combination within 24 months from the closing of this offeringor with respect to any other material provisions relating to stockholders’ rights or pre-initial businesscombination activity or (iii) if they redeem its shares for cash upon the completion of our initial businesscombination. In no other circumstances will a stockholder have any right or interest of any kind to or in the trustaccount. In the event we seek stockholder approval in connection with our initial business combination, astockholder’s voting in connection with the business combination alone will not result in a stockholder’sredeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have alsoexercised its redemption rights described above. These provisions of our amended and restated certificate ofincorporation, like all provisions of our amended and restated certificate of incorporation, may be amended witha stockholder vote.

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination andif We Fail to Complete Our Initial Business Combination.

The following table compares the redemptions and other permitted purchases of public shares that may takeplace in connection with the completion of our initial business combination and if we do not complete our initialbusiness combination within 24 months from the closing of this offering.

Redemptions inConnection with our

Initial BusinessCombination

Other PermittedPurchases of Public

Shares by our Affiliates

Redemptions if we failto Complete an InitialBusiness Combination

Calculation of redemptionprice

Redemptions at the timeof our initial businesscombination may bemade pursuant to atender offer or inconnection with astockholder vote. Theredemption price will bethe same whether weconduct redemptionspursuant to a tender offeror in connection with astockholder vote. Ineither case, our publicstockholders mayredeem their publicshares for cash equal tothe aggregate amountthen on deposit in thetrust account calculatedas of two business daysprior to theconsummation of theinitial business

If we seek stockholderapproval of our initialbusiness combination,our sponsor, directors,officers, advisors or theiraffiliates may purchaseshares in privatelynegotiated transactionsor in the open marketeither prior to orfollowing completion ofour initial businesscombination. There is nolimit to the prices thatour sponsor, directors,officers, advisors or theiraffiliates may pay inthese transactions. Ifthey engage in suchtransactions, they will berestricted from makingany such purchases whenthey are in possession ofany material nonpublic

If we are unable tocomplete our initialbusiness combinationwithin 24 months fromthe closing of thisoffering, we will redeemall public shares at aper-share price, payablein cash, equal to theaggregate amount, thenon deposit in the trustaccount (which isinitially anticipated to be$10.00 per share),including interest (lessamounts released to us topay our taxes and up to$100,000 of interest topay dissolutionexpenses) divided by thenumber of thenoutstanding publicshares.

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Redemptions inConnection with our

Initial BusinessCombination

Other PermittedPurchases of Public

Shares by our Affiliates

Redemptions if we failto Complete an InitialBusiness Combination

combination (which isinitially anticipated to be$10.00 per share),including interest (lessamounts released to us topay our taxes), dividedby the number of thenoutstanding publicshares, subject to thelimitation that noredemptions will takeplace if all of theredemptions would causeour net tangible assets tobe less than $5,000,001.

information notdisclosed to the seller orif such purchases areprohibited by RegulationM under the ExchangeAct. We do not currentlyanticipate that suchpurchases, if any, wouldconstitute a tender offersubject to the tenderoffer rules under theExchange Act or agoing-private transactionsubject to the going-private rules under theExchange Act; however,if the purchasersdetermine at the time ofany such purchases thatthe purchases are subjectto such rules, thepurchasers will complywith such rules.

Impact to remainingstockholders

The redemptions inconnection with ourinitial businesscombination will reducethe book value per sharefor our remainingstockholders, who willbear the burden of thedeferred underwritingcommissions and interestwithdrawn in order topay our taxes (to theextent not paid fromamounts accrued asinterest on the funds heldin the trust account).

If the permittedpurchases describedabove are made, therewould be no impact toour remainingstockholders because thepurchase price would notbe paid by us.

The redemption of ourpublic shares if we fail tocomplete our initialbusiness combinationwill reduce the bookvalue per share for theshares held by our


stockholders or▲▲▲their

permitted transferees,who will be our onlyremaining stockholdersafter such redemptions.

Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419

The following table compares the terms of this offering to the terms of an offering by a blank checkcompany subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwritingcommissions and underwriting expenses of our offering would be identical to those of an offering undertaken by

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a company subject to Rule 419, and that the underwriter will not exercise its over-allotment option. None of theprovisions of Rule 419 apply to our offering.

Terms of Our Offering Terms Under a Rule 419 Offering

Escrow of offering proceeds $250,000,000 of the net proceedsof this offering and the sale of theprivate placement warrants will bedeposited into a trust accountlocated in the United States withContinental Stock Transfer &Trust Company acting as trustee.

Approximately $212,625,000 ofthe offering proceeds,representing the gross proceedsof this offering less allowableunderwriting commissions,expenses and companydeductions under Rule 419,would be required to bedeposited into either an escrowaccount with an insureddepositary institution or in aseparate bank accountestablished by a broker-dealer inwhich the broker-dealer acts astrustee for persons having thebeneficial interests in theaccount.

Investment of net proceeds $250,000,000 of the net proceedsof this offering and the sale of theprivate placement warrants held intrust will be invested only in U.S.government treasury obligationswith a maturity of 185 days or lessor in money market funds meetingcertain conditions under Rule 2a-7under the Investment CompanyAct which invest only in directU.S. government treasuryobligations.

Proceeds could be invested onlyin specified securities such as amoney market fund meetingconditions of the InvestmentCompany Act or in securitiesthat are direct obligations of, orobligations guaranteed as toprincipal or interest by, theUnited States.

Receipt of interest on escrowedfunds

Interest on proceeds from the trustaccount to be paid to stockholdersis reduced by (i) any taxes paid orpayable and (ii) in the event of ourliquidation for failure to completeour initial business combinationwithin the allotted time, up to$100,000 of net interest that maybe released to us should we haveno or insufficient working capitalto fund the costs and expenses ofour dissolution and liquidation.

Interest on funds in escrowaccount would be held for thesole benefit of investors, unlessand only after the funds held inescrow were released to us inconnection with our completionof a business combination.

Limitation on fair value or netassets of target business

We must complete one or morebusiness combinations having anaggregate fair market value of atleast 80% of our assets held in the

The fair value or net assets of atarget business must represent atleast 80% of the maximumoffering proceeds.

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trust account (excluding thedeferred underwritingcommissions and taxes payable onthe income earned on the trustaccount) at the time of theagreement to enter into the initialbusiness combination.

Trading of securities issued The units are expected to begintrading on or promptly after thedate of this prospectus. TheClass A common stock andwarrants comprising the units willbegin separate trading on the 52ndday following the date of thisprospectus unless CitigroupGlobal Markets Inc. informs us ofits decision to allow earlierseparate trading, subject to ourhaving filed the Current Report onForm 8-K described below andhaving issued a press releaseannouncing when such separatetrading will begin. We will file theCurrent Report on Form 8-Kpromptly after the closing of thisoffering, which closing isanticipated to take place threebusiness days from the date of thisprospectus. If the over-allotmentoption is exercised following theinitial filing of such CurrentReport on Form 8-K, a second oramended Current Report on Form8-K will be filed to provideupdated financial information toreflect the exercise of the over-allotment option.

No trading of the units or theunderlying Class A commonstock and warrants would bepermitted until the completionof a business combination.During this period, the securitieswould be held in the escrow ortrust account.

Exercise of the warrants The warrants cannot be exerciseduntil the later of 30 days after thecompletion of our initial businesscombination and 12 months fromthe closing of this offering.

The warrants could be exercisedprior to the completion of abusiness combination, butsecurities received and cash paidin connection with the exercisewould be deposited in theescrow or trust account.

Election to remain an investor We will provide our publicstockholders with the opportunityto redeem their public shares forcash at a per share price equal to

A prospectus containinginformation pertaining to thebusiness combination requiredby the SEC would be sent to

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the aggregate amount then ondeposit in the trust accountcalculated as of two business daysprior to the consummation of ourinitial business combination,including interest (less amountsreleased to us to pay our taxes),divided by the number of thenoutstanding public shares, uponthe completion of our initialbusiness combination, subject tothe limitations described herein.We may not be required by law tohold a stockholder vote. If we arenot required by law and do nototherwise decide to hold astockholder vote, we will,pursuant to our amended andrestated certificate ofincorporation, conduct theredemptions pursuant to the tenderoffer rules of the SEC and filetender offer documents with theSEC which will containsubstantially the same financialand other information about theinitial business combination andthe redemption rights as isrequired under the SEC’s proxyrules. If, however, we hold astockholder vote, we will, likemany blank check companies,offer to redeem shares inconjunction with a proxysolicitation pursuant to the proxyrules and not pursuant to thetender offer rules. If we seekstockholder approval, we willcomplete our initial businesscombination only if a majority ofthe shares of common stock votedare voted in favor of the initialbusiness combination.Additionally, each publicstockholder may elect to redeemtheir public shares irrespective ofwhether they vote for or againstthe proposed transaction.

each investor. Each investorwould be given the opportunityto notify the company inwriting, within a period of noless than 20 business days andno more than 45 business daysfrom the effective date of a post-effective amendment to thecompany’s registrationstatement, to decide if he, she orit elects to remain a stockholderof the company or require thereturn of his, her or itsinvestment. If the company hasnot received the notification bythe end of the 45th business day,funds and interest or dividends,if any, held in the trust orescrow account areautomatically returned to thestockholder. Unless a sufficientnumber of investors elect toremain investors, all funds ondeposit in the escrow accountmust be returned to all of theinvestors and none of thesecurities are issued.

Business combination deadline If we do not complete an initialbusiness combination within

If an acquisition has not beencompleted within 18 months

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24 months from the closing of thisoffering, we will (i) cease alloperations except for the purposeof winding up, (ii) as promptly asreasonably possible but not morethan 10 business days thereafter,redeem 100% of the public shares,at a per-share price, payable incash, equal to the aggregateamount then on deposit in the trustaccount, including interest (lessamounts released to us to pay ourtaxes and up to $100,000 ofinterest to pay dissolutionexpenses), divided by the numberof then outstanding public shares,which redemption will completelyextinguish public stockholders’rights as stockholders (includingthe right to receive furtherliquidating distributions, if any),and (iii) as promptly as reasonablypossible following suchredemption, subject to theapproval of our remainingstockholders and our board ofdirectors, liquidate and dissolve,subject in each case to ourobligations under Delaware law toprovide for claims of creditors andin all cases subject to therequirements of other applicablelaw.

after the effective date of thecompany’s registrationstatement, funds held in the trustor escrow account would bereturned to investors.

Release of funds Except for the withdrawal ofinterest to pay our taxes, none ofthe funds held in trust will bereleased from the trust accountuntil the earliest of (i) thecompletion of our initial businesscombination, (ii) the redemptionof our public shares if we do notcomplete our initial businesscombination within 24 monthsfrom the closing of this offering,subject to applicable law, and(iii) the redemption of our publicshares properly submitted inconnection with a stockholdervote to approve an amendment toour amended and restated

The proceeds held in the escrowaccount would not be releaseduntil the earlier of thecompletion of a businesscombination or the failure toeffect a business combinationwithin the allotted time.

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certificate of incorporation tomodify the substance or timing ofour obligation to redeem 100% ofour public shares if we have notconsummated an initial businesscombination within 24 monthsfrom the closing of this offering orwith respect to any other materialprovisions relating tostockholders’ rights or pre-initialbusiness combination activity.

Delivering stock certificates inconnection with the exercise ofredemption rights

We intend to require our publicstockholders seeking to exercisetheir redemption rights, whetherthey are record holders or holdtheir shares in “street name,” to, atthe holder’s option, either delivertheir stock certificates to ourtransfer agent or deliver theirshares to our transfer agentelectronically using TheDepository Trust Company’sDWAC (Deposit/Withdrawal AtCustodian) system, prior to thedate set forth in the proxymaterials or tender offerdocuments, as applicable. In thecase of proxy materials, this datemay be up to two business daysprior to the vote on the proposal toapprove the initial businesscombination. In addition, if weconduct redemptions inconnection with a stockholdervote, we intend to require a publicstockholder seeking redemption ofits public shares to also submit awritten request for redemption toour transfer agent two businessdays prior to the vote in which thename of the beneficial owner ofsuch shares is included. The proxymaterials or tender offerdocuments, as applicable, that wewill furnish to holders of ourpublic shares in connection withour initial business combinationwill indicate whether we arerequiring public stockholders tosatisfy such delivery requirements,

Many blank check companiesprovide that a stockholder canvote against a proposed businesscombination and check a box onthe proxy card indicating thatsuch stockholder is seeking toexercise its redemption rights.After the business combinationis approved, the company wouldcontact such stockholder toarrange for delivery of its sharecertificates to verify ownership.

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which will include therequirement that any beneficialowner on whose behalf aredemption right is beingexercised must identify itself inorder to validly redeem its shares.Accordingly, a public stockholderwould have up to two businessdays prior to the vote on the initialbusiness combination if wedistribute proxy materials, or fromthe time we send out our tenderoffer materials until the close ofthe tender offer period, asapplicable, to submit or tender itsshares if it wishes to seek toexercise its redemption rights.

Limitation on redemption rights ofstockholders holding more than15% of the shares sold in thisoffering if we hold a stockholdervote

If we seek stockholder approval ofour initial business combinationand we do not conductredemptions in connection withour initial business combinationpursuant to the tender offer rules,our amended and restatedcertificate of incorporation willprovide that a public stockholder,together with any affiliate of suchstockholder or any other personwith whom such stockholder isacting in concert or as a “group”(as defined under Section 13 ofthe Exchange Act), will berestricted from seekingredemption rights with respect toExcess Shares, without our priorconsent. However, we would notrestrict our stockholders’ ability tovote all of their shares (includingExcess Shares) for or against ourinitial business combination.

Many blank check companiesprovide no restrictions on theability of stockholders to redeemshares based on the number ofshares held by such stockholdersin connection with an initialbusiness combination.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we mayencounter competition from other entities having a business objective similar to ours, including other specialpurpose acquisition companies, private equity groups and leveraged buyout funds, public companies andoperating businesses seeking strategic acquisitions. Many of these entities are well established and haveextensive experience identifying and effecting business combinations directly or through affiliates. Moreover,many of these competitors possess greater financial, technical, human and other resources than we do. Our abilityto acquire larger target businesses will be limited by our available financial resources. This inherent limitation

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gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligations in respectof our public stockholders who exercise their redemption rights may reduce the resources available to us for ourinitial business combination and our outstanding warrants, and the future dilution they potentially represent, maynot be viewed favorably by certain target businesses. Either of these factors may place us at a competitivedisadvantage in successfully negotiating an initial business combination.

Facilities

We currently utilize office space at 2535 West Coast Highway, Newport Beach, California 92663 from oursponsor. We consider our current office space adequate for our current operations. We will pay our sponsor$10,000 per month for office space, utilities and secretarial and administrative services provided to members ofour management team. Upon completion of our initial business combination or our liquidation, we will ceasepaying these monthly fees.

Employees

We currently have four executive officers: Manouch Moshayedi, James Peterson, Jeffrey Brown and JohnFrench. These individuals are not obligated to devote any specific number of hours to our matters but they intendto devote as much of their time as they deem necessary to our affairs until we have completed our initial businesscombination. The amount of time they will devote in any time period will vary based on whether a targetbusiness has been selected for our initial business combination and the stage of the business combination processwe are in. We do not intend to have any full time employees prior to the completion of our initial businesscombination.

Periodic Reporting and Financial Information

We will register our units, Class A common stock and warrants under the Exchange Act and have reportingobligations, including the requirement that we file annual, quarterly and current reports with the SEC. Inaccordance with the requirements of the Exchange Act, our annual reports will contain financial statementsaudited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part ofthe proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing thetarget business. In all likelihood, these financial statements will need to be prepared in accordance with, orreconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may berequired to be audited in accordance with the standards of the PCAOB. These financial statement requirementsmay limit the pool of potential target businesses we may conduct an initial business combination with becausesome targets may be unable to provide such statements in time for us to disclose such statements in accordancewith federal proxy rules and complete our initial business combination within the prescribed time frame. Wecannot assure you that any particular target business identified by us as a potential business combinationcandidate will have financial statements prepared in accordance with the requirements outlined above, or that thepotential target business will be able to prepare its financial statements in accordance with the requirementsoutlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposedtarget business. While this may limit the pool of potential business combination candidates, we do not believethat this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31,2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or anaccelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internalcontrol procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any suchentity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to completeany such business combination.

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On or about the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC tovoluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to therules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 tosuspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation ofour initial business combination.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by theJOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirementsthat are applicable to other public companies that are not “emerging growth companies” including, but notlimited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a non-binding advisory vote on executivecompensation and stockholder approval of any golden parachute payments not previously approved. If someinvestors find our securities less attractive as a result, there may be a less active trading market for our securitiesand the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can takeadvantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complyingwith new or revised accounting standards. In other words, an “emerging growth company” can delay theadoption of certain accounting standards until those standards would otherwise apply to private companies. Weintend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year(a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as ofthe prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debtsecurities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smallerreporting companies may take advantage of certain reduced disclosure obligations, including, among otherthings, providing only two years of audited financial statements. We will remain a smaller reporting companyuntil the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliatesexceeds $250 million as of the last business day of that year’s second fiscal quarter, or (2) our annual revenuesexceeded $100 million during such completed fiscal year and the market value of our ordinary shares held bynon-affiliates equals or exceeds $700 million as of the last business day of that year’s second fiscal quarter.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or anymembers of our management team in their capacity as such.

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MANAGEMENT

Officers, Directors and Director Nominees

[We expect to elect additional directors prior to the effectiveness of the registration statement of which thisprospectus forms a part.] Our officers, directors and director nominees currently are as follows:

Name Age Position

Robert Miller . . . . . . . . . . . . . . . . . . . . . . . . . . 77 ChairpersonManouch Moshayedi . . . . . . . . . . . . . . . . . . . . 62 Co-Chief Executive Officer and DirectorJames Peterson . . . . . . . . . . . . . . . . . . . . . . . . . 66 Co-Chief Executive OfficerJeffrey Brown . . . . . . . . . . . . . . . . . . . . . . . . . . 60 President and Chief Operating OfficerJohn French . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Chief Financial OfficerJulie Hill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Director NomineeJessica Tsoong . . . . . . . . . . . . . . . . . . . . . . . . . 35 Director NomineeJ.C. Raby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Nominee

Robert Miller is the Chairperson of our board of directors and a member of the board of managers of oursponsor. He is currently the Chairman Emeritus of Albertsons Companies, Inc., a North American grocerycompany comprised of over 2,200 ACME, Albertsons, Carrs, Jewel-Osco, Pavilions, Safeway, Shaw’s, StarMarket, United Supermarket and Vons stores. Mr. Miller began his career at Albertsons Inc., and over 30 yearsworked his way up from Store Manager to Executive Vice President of Retail Operations. He left Albertsons Inc.to join Fred Meyer where he served as Chairman and CEO from 1991 to 1999, culminating in its merger with theKroger Company, upon which he was appointed Vice Chairman and Chief Operating Officer following thetransaction close in May 1999. In December 1999, Mr. Miller was hired as Chairman and CEO of Rite AidCorporation, the country’s third largest drugstore chain, where, over the next three and a half years, he led thesuccessful turnaround of the nearly-bankrupt company. He continued to serve as Chairman of Rite Aid until June2007 and as a Director until 2011. Concurrently, Mr. Miller was Chairman of the Board of Wild Oats Marketsbased in Boulder, Colorado from December 2004 through 2006. In 2006, Mr. Miller returned to lead the newly-formed Albertsons LLC as CEO following the divestiture of certain of Albertsons Inc.’s assets. In 2013, theAlbertsons LLC, which had 192 stores total, acquired 877 stores from SuperValu, Inc., and later that year, added51 stores from Lubbock-based United Supermarkets. In January 2015, AB Acquisition, the parent company ofAlbertsons LLC, backed by a private equity-led investor group, completed a merger with Safeway, doubling thesize of the company. The Albertsons-Safeway merger created a diversified network of more than 2,200 grocerystores, over 1,600 pharmacies, 35 distribution centers, 19 manufacturing plants, and more than 250,000employees across the country. Mr. Miller currently serves on the Board of Directors of the Jim Pattison Group,the second largest private Canadian company, with operating divisions that span the automotive, advertising,agricultural equipment, food and beverage and other industries and has previously served on the boards ofHarrah’s Entertainment, Inc. and Nordstrom, Inc.

Manouch Moshayedi is our Co-Chief Executive Officer, a director on our board of directors and a memberof the board of managers of our sponsor. He is currently the CEO of MX3 Ventures, an investment companybased in Newport Beach, California, which he founded in 2013 and has served as its CEO since inception. MX3Ventures invests in private companies, real estate development projects, and undervalued stabilized propertiesthroughout California. Under Mr. Moshayedi’s leadership, MX3 Ventures has made several investments instartups and multiple real estate projects. Mr. Moshayedi was previously a Founder, Chief Executive Officer andBoard Chair of STEC, Inc., a company he started in 1990, took public in 2000 and guided through multipletransitions until 2012. Mr. Moshayedi remained one of STEC’s largest shareholders when the company wasultimately sold to Western Digital Corp. in 2013. Mr. Moshayedi’s distinguished career as a senior executive,including his 22-year tenure at STEC, provides the management team with demonstrated leadership capabilitiesand expertise in management, operations and finance. The strengths and benefits of Mr. Moshayedi’s leadershipwere reflected in STEC’s transformation into a leading provider of enterprise-class Flash solid-state drives(“SSDs”). When Mr. Moshayedi founded STEC, the company was a small commodity computer memorycompany in Santa Ana. Under Mr. Moshayedi’s leadership, STEC grew into a global engineering and

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manufacturing company, becoming a leading provider of advanced enterprise SSDs, with locations worldwide,including California, Malaysia, Taiwan, Japan, China, India, the United Kingdom, Austria, Germany and Italy.

James Peterson is our Co-Chief Executive Officer and a member of the board of managers of our sponsor.Mr. Peterson is currently the president and founder of Peterson Capital Group Inc., an investment vehicle helaunched in 2018, as well as the Chairman of Mobix Labs, Inc., a 5G semiconductor start-up and a director ofCosemi Technologies, Inc., an optical connectivity company. He was previously the Board Chair and ChiefExecutive Officer of Microsemi Corporation, a provider of semiconductor and system solutions, from November2013 until its acquisition by Microchip Technology Incorporated in 2018 and had previously served asMicrosemi Corporation’s President and Chief Executive Officer from 2000 to November 2013. During his tenureat Microsemi, he executed over 25 mergers and acquisitions transactions. Prior to this, he served as President ofLinFinity Microelectronics, Inc., a manufacturer of linear and mixed signal integrated circuits, from 1997 to 1999and as its Vice President of Sales from 1996 to 1997. Microsemi Corporation acquired LinFinityMicroelectronics, Inc. in 1999. Prior to joining LinFinity Microelectronics, Inc., Mr. Peterson served as SeniorVice President of Sales of Texas Instruments from 1984 to 1996.

Jeffrey Brown is our President and Chief Operating Officer and a member of the board of managers of oursponsor. He is currently the Chief Executive Officer and founding member of Brown Equity Partners, LLC,which has provided capital to management teams and companies since its formation in 2007. Mr. Brown’sventure capital and private equity career spans 34 years, including positions with Hughes Aircraft Company,Morgan Stanley & Company, Security Pacific Capital Corporation and Bank of America Corporation and asfounding partner of Forrest Binkley & Brown. Since 2019, Mr. Brown has also served as the Chairman of theBoard of Rent-A-Center, Inc., an industry leading omni-channel lease-to-own provider, where he has also servedas Chairman of the Audit & Risk committee since 2017. Since June 2015, Mr. Brown has served as the LeadDirector of Medifast, Inc., where he also serves as Chairman of the Audit Committee and is a member of theExecutive Committee. Mr. Brown previously served as a director of

▲▲▲▲▲▲▲▲▲▲▲over 50 public and private companies,


John French is our Chief Financial Officer. He is currently the Managing Principal of French AssetManagement, Inc. After 37 years serving public and private clients, Mr. French retired from Ernst & Young LLPin June 2019 as a Senior Assurance Partner. Prior to being a partner at Ernst & Young LLP, Mr. French was anAssurance Partner at Kenneth Leventhal & Company, which was acquired by Ernst & Young LLP in 1995.Mr. French currently serves as an independent and non-executive director of KBS US Prime PropertyManagement Pte. Ltd., the Manager of Prime US REIT, a publicly-traded real estate investment trust and iscurrently on the advisory board of CapRock Partners, a privately-held investment sponsor. Mr. French previouslyserved on the Executive Board of University of California at Irvine (UCI) Paul Merage School of BusinessCenter for Real Estate and the Policy Advisory Board of the Fisher Center for Real Estate and Urban Economicsat the University of California at Berkeley. Mr. French is a Certified Public Accountant in California andNevada.

Frederick “Rick” Goerner is a member of the board of managers of our sponsor. He retired from MicrosemiCorporation in 2018, following its acquisition by Microchip Technology Incorporated. At Microsemi,Mr. Goerner served as Executive Vice President of Marketing and Worldwide Sales and was active in integratingmost of the firm’s more than 20 acquisitions after joining Microsemi in 2011. Prior to his tenure at Microsemi,Mr. Goerner was Senior Vice President of Marketing/Sales and Business Development at Quartics Inc., a videoprocessing start-up in Orange County California. Prior to that, Mr. Goerner served as President and CEO ofPatriot Scientific Corporation, a microprocessor IP licensing and secure data sharing software provider.Mr. Goerner has held various executive management positions with a number of high tech semiconductororganizations, including Oxford Semiconductor/TransDimension Inc., Texas Instruments Inc., TDK Corporationin Japan and Silicon Systems Inc. Mr. Goerner also spent eight years in Silicon Valley holding senior marketingpositions at Teledyne Semiconductor and Philips Semiconductors/Signetics. Recently, Mr. Goerner has beenactive in the Orange County technology sector, investing in and serving as a founding board member of MobixLabs, Inc., and chairing its advisory board while also serving as an advisory board member at Syntiant

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Corporation, an advanced voice recognition and machine learning semiconductor start-up. Mr. Goerner alsoserved as an advisor in the recent acquisition of specialty electronics distributor SemiDice by Micross Inc.

Julie Hill has agreed to serve as a director following this offering. She previously served as a director ofAnthem, Inc. from 2004 until her retirement in 2021. Ms. Hill served on the former WellPoint Health NetworksInc. board of directors from March 1994 until its merger with Anthem, Inc. in November 2004. Since 2002, shehas been the owner of The Hill Company, a private real estate company. From 1998 to 2002, Ms. Hill was thePresident and owner of Hiram-Hill Development Company, a private residential real estate development firm.Prior to that, she was the Chairman, President and Chief Executive Officer of Costain Homes, Inc., the U.S.division of Costain Group Plc, a London-based company, from 1988 to 1997. Ms. Hill is also a director of theLord Abbett Family of Mutual Funds. She is chair of the University of California at Irvine (“UCI”) Board ofTrustees and chair emeritus of the UCI Paul Merage School of Business Dean’s Advisory Board, and serves as amember of the advisory boards of the Paul Merage School of Business Center for Real Estate, the UC IrvineSchool of Law Board of Visitors, the School of Social Ecology Dean’s Leadership Council, the Susan SamueliCenter of Integrative Medicine, and the Paul Merage School of Business Center for Digital Transformation.

Ms. Tsoong has agreed to serve as a director following this offering. She is a tech entrepreneur and angelinvestor, currently serving as Entrepreneur-in-Residence at Relay Ventures, a venture capital firm focused oninvesting in early-stage companies. Ms. Tsoong was the co-founder of WiFiSLAM, a startup that developedpositioning technologies for indoor location-based services, which was acquired by Apple Inc. in 2013. After theacquisition, Ms. Tsoong joined Apple’s iOS Location team where she worked on multiple location technologiesembedded in Apple devices before transitioning to Apple’s Corporate Development Team, focusing on M&AIntegration. Ms. Tsoong began her career at Merrill Lynch doing sales and trading in the Global EquityDerivatives Group. Ms. Tsoong earned her BS in Engineering Management Systems from Columbia Universityand her MS in Civil & Environmental Engineering from Stanford University. She serves as Chair of theColumbia Engineering Entrepreneurship Advisory Board and on the Columbia Engineering School’s Board ofVisitors and is actively involved with StartX, a startup accelerator and founder community for Stanford-affiliatedentrepreneurs.

J.C. Raby is a Co-Founder and Partner at Boston Meridian Partners and has more than 16 years ofinvestment banking experience in mergers and acquisitions as well as private and public financings. Prior tofounding Boston Meridian, from 1998 to 2001 Mr. Raby was a senior executive for Thomas Weisel Partners(now Stifel Financial) a leading San Francisco based merchant bank in which Mr. Raby ran the BostonInvestment Banking Group. Prior to joining Thomas Weisel Partners, from 1996 to 1998 Mr. Raby was a VicePresident at Montgomery Securities (now Bank of America Securities) where he was responsible for theexecution of merger and acquisition transactions; and began his career from 1994 to 1996 in the corporatefinance group at PaineWebber Inc. (now UBS Securities). Mr. Raby also served as Director of CorporateStrategy and Investor Relations at Akamai Technologies, a global provider of content-delivery services. Mr.Raby is the Chairman of Esprida Corporation, an Ontario Canada based company that provides enterprisesoftware solutions for the remote management of intelligent devices to leading Fortune 500 enterprises and stateagencies.

Number and Terms of Office of Officers and Directors

Upon the effectiveness of the registration statement of which this prospectus forms a part, our board ofdirectors is expected to consist of

▲▲▲▲five members. Prior to consummation of our initial business combination,

holders of a majority of the outstanding shares of our Class B common stock will have the right to elect all of ourdirectors and remove members of our board of directors for any reason. Holders of our public shares will nothave the right to vote on the election of directors during such time. These provisions of our amended and restatedcertificate of incorporation may only be amended by holders of a majority of the outstanding shares of ourClass B common stock. In accordance with

▲▲▲▲Nasdaq corporate governance requirements, we are not required to

hold an annual meeting of the stockholders until one year after our first fiscal year end following our listing on▲▲▲▲

Nasdaq.

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Commencing at our first annual meeting of the stockholders and at each annual meeting of the stockholdersthereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office toexpire at the next annual meeting of the stockholders after their election.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors. Ourboard of directors is authorized to appoint officers as it deems appropriate.

Director Independence

▲▲▲▲Nasdaq listing standards require that a majority of our board of directors be independent within one year of

our initial public offering and that our initial business combination be approved by a majority of our independentdirectors. Our board of directors has determined that

▲▲▲▲Julie Hill, Jessica Tsoong

▲▲▲▲▲▲▲and J.C. Raby

▲▲▲▲are “independent

directors” as defined in the▲▲▲▲Nasdaq listing standards and applicable SEC rules. Accordingly, upon the

effectiveness of the registration statement of which this prospectus forms a part, a majority of our board ofdirectors will be “independent directors” as defined in the

▲▲▲▲Nasdaq listing standards and applicable SEC rules. Our

independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us,except as described below. On June 1, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for$25,000. On , 2021, our sponsor transferred 20,000 founder shares to each of Julie Hill, Jessica Tsoongand J.C. Raby

▲▲▲▲, our independent director nominees, in each case for approximately the same per share price

initially paid by our sponsor, resulting in our sponsor owning 7,127,500 founder shares. Commencing on the datethat our securities are first listed on

▲▲▲▲Nasdaq through the earlier of consummation of our initial business

combination and our liquidation, we will pay our sponsor $10,000 per month for office space, utilities andsecretarial and administrative services provided to members of our management team. In addition, our sponsor,executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocketexpenses incurred in connection with activities on our behalf such as identifying potential target businesses andperforming due diligence on suitable business combinations. Our audit committee will review on a quarterlybasis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Anysuch payments prior to an initial business combination will be made from funds held outside the trust account.Other than quarterly audit committee review of such reimbursements, we do not expect to have any additionalcontrols in place governing our reimbursement payments to our directors and executive officers for theirout-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifyingand consummating an initial business combination. Our sponsor has entered into consulting arrangements withcertain entities affiliated with three individuals, including our Chief Financial Officer Mr. French, for consultingservices in connection with this offering, the identification and due diligence of potential target businesses andany transaction with respect thereto. Pursuant to these agreements, our sponsor will pay such consultants $87 perhour based on hours worked on our behalf. We have agreed to reimburse our sponsor for the amounts paid underthese consulting arrangements from the funds held outside the trust account. Except as set forth in this paragraph,no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor,executive officers and directors, or any of their respective affiliates, prior to completion of our initial businesscombination.

After the completion of our initial business combination, directors or officers who remain with us may bepaid consulting or management fees from the combined company. All of these fees will be fully disclosed tostockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished toour stockholders in connection with a proposed business combination. We have not established any limit on theamount of such fees that may be paid by the combined company to our directors or members of management. Itis unlikely the amount of such compensation will be known at the time of the proposed business combination,because the directors of the post-combination business will be responsible for determining executive officer and

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director compensation. Any compensation to be paid to our executive officers will be determined, orrecommended to the board of directors for determination, either by a compensation committee constituted solelyby independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain theirpositions with us after the consummation of our initial business combination, although it is possible that some orall of our executive officers and directors may negotiate employment or consulting arrangements to remain withus after our initial business combination. The existence or terms of any such employment or consultingarrangements to retain their positions with us may influence our management’s motivation in identifying orselecting a target business but we do not believe that the ability of our management to remain with us after theconsummation of our initial business combination will be a determining factor in our decision to proceed withany potential business combination. We are not party to any agreements with our executive officers and directorsthat provide for benefits upon termination of employment.

Committees of the Board of Directors

Upon the effectiveness of the registration statement of which this prospectus forms a part, our board ofdirectors will have two standing committees: an audit committee and a compensation committee. Subject tophase-in rules, the rules of

▲▲▲▲Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a

listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception,the rules of

▲▲▲▲Nasdaq require that the compensation committee of a listed company be comprised solely of

independent directors. Each committee will operate under a charter that will be approved by our board and willhave the composition and responsibilities described below. The charter of each committee will be available onour website following the closing of this offering.

Audit Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establishan audit committee of the board of directors.

▲▲▲▲Julie Hill, Jessica Tsoong and J.C. Raby

▲▲▲▲will serve as members of our audit committee. Under the

▲▲▲▲Nasdaq

listing standards and applicable SEC rules, we are required to have three members of the audit committee, all ofwhom must be independent, subject to the exceptions described above.

▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲Julie Hill, Jessica Tsoong and J.C. Raby

▲▲▲▲are independent.

▲▲▲▲Julie Hill will serve as the chair of the audit committee. Each member of the audit committee is financially

literate and our board of directors has determined that▲▲▲▲Julie Hill qualifies as an “audit committee financial

expert” as defined in applicable SEC rules. The audit committee is responsible for:

• meeting with our independent registered public accounting firm regarding, among other issues, audits, andadequacy of our accounting and control systems;

• monitoring the independence of the independent registered public accounting firm;

• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the auditand the audit partner responsible for reviewing the audit as required by law;

• inquiring and discussing with management our compliance with applicable laws and regulations;

• pre-approving all audit services and permitted non-audit services to be performed by our independentregistered public accounting firm, including the fees and terms of the services to be performed;

• appointing or replacing the independent registered public accounting firm;

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• determining the compensation and oversight of the work of the independent registered public accountingfirm (including resolution of disagreements between management and the independent registered publicaccounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report orrelated work;

• establishing procedures for the receipt, retention and treatment of complaints received by us regardingaccounting, internal accounting controls or reports which raise material issues regarding our financialstatements or accounting policies;

• monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance isidentified, immediately taking all action necessary to rectify such noncompliance or otherwise causingcompliance with the terms of this offering; and

• reviewing and approving all payments made to our existing stockholders, executive officers or directorsand their respective affiliates. Any payments made to members of our audit committee will be reviewedand approved by our board of directors, with the interested director or directors abstaining from suchreview and approval.

Compensation Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establisha compensation committee of our board of directors. The members of our compensation committee will be

▲▲▲▲▲▲▲▲▲▲Julie Hill, Jessica Tsoong and J.C. Raby

▲▲▲▲and

▲▲▲▲Jessica Tsoong will serve as chair of the compensation committee.

We will adopt a compensation committee charter, which will detail the principal functions of the compensationcommittee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our ChiefExecutive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of suchgoals and objectives and determining and approving the remuneration (if any) of our Chief ExecutiveOfficer based on such evaluation;

• reviewing and approving the compensation of all of our other Section 16 executive officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefitarrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to sponsor of $10,000 per month,for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement ofexpenses (including pursuant to certain consulting arrangements—See “Certain Relationships and Related PartyTransactions”), no compensation of any kind, including finders, consulting or other similar fees, will be paid toour sponsor or any of our officers, directors or any of their respective affiliates, prior to, or for any services theyrender in order to effectuate the consummation of an initial business combination. Accordingly, it is likely thatprior to the consummation of an initial business combination, the compensation committee will only beresponsible for the review and recommendation of any compensation arrangements to be entered into inconnection with such initial business combination.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtainthe advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the

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appointment, compensation and oversight of the work of any such adviser. However, before engaging orreceiving advice from a compensation consultant, external legal counsel or any other adviser, the compensationcommittee will consider the independence of each such adviser, including the factors required by

▲▲▲▲Nasdaq and the

SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance andnominating committee as and when required to do so by law or

▲▲▲▲Nasdaq rules. In accordance with

▲▲▲▲Nasdaq rules, a

majority of the independent directors may recommend a director nominee for selection by our board of directors.Our board of directors believes that the independent directors can satisfactorily carry out the responsibility ofproperly selecting or approving director nominees without the formation of a standing nominating committee.The directors who will participate in the consideration and recommendation of director nominees are

▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲Julie Hill,

Jessica Tsoong and J.C. Raby▲▲▲▲. In accordance with

▲▲▲▲Nasdaq rules, all such directors are independent. As there is no

standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by ourstockholders during such times as they are seeking proposed nominees to stand for election at the next annualmeeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish tonominate a director for election to our board of directors should follow the procedures set forth in our bylaws.We have not formally established any specific, minimum qualifications that must be met or skills that arenecessary for directors to possess. In general, in identifying and evaluating nominees for director, our board ofdirectors considers educational background, diversity of professional experience, knowledge of our business,integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of ourstockholders.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of thecompensation committee of any entity that has one or more executive officers serving on our board of directors.

Code of Ethics

Prior to the consummation of this offering, we will adopt a code of ethics applicable to our directors,officers and employees (“Code of Ethics”). We have filed a copy of our form of Code of Ethics and our auditcommittee and compensation committee charters as exhibits to the registration statement of which this prospectusis a part. You will be able to review these documents by accessing our public filings at the SEC’s web site. Inaddition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend todisclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report onForm 8-K.

Conflicts of Interest

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware arerequired to present business opportunities to a corporation if:

• the corporation could financially undertake the opportunity;

• the opportunity is within the corporation’s line of business; and

• it would not be fair to our company and its stockholders for the opportunity not to be brought to theattention of the corporation.

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Certain of our officers and directors presently have, and any of them in the future may have, additionalfiduciary or contractual obligations to another entity, pursuant to which such officer or director is or will berequired to present a business combination opportunity to such entity. Accordingly, if any of our officers ordirectors becomes aware of a business combination opportunity which is suitable for an entity to which he or shehas then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractualobligations to present such business combination opportunity to such entity, and may only decide to present it tous if such entity rejects the opportunity and consummating the same would not violate any restrictive covenantsto which such officers and directors are subject. Any such entity may co-invest with us in the target business atthe time of our initial business combination, or we could raise additional proceeds to complete the acquisition byissuing to such entity a class of equity or equity-linked securities. Our amended and restated certificate ofincorporation will provide that we renounce our interest in any corporate opportunity offered to any director orofficer unless such opportunity is expressly offered to such person solely in his or her capacity as a director orofficer of the company and such opportunity is one we are legally and contractually permitted to undertake andwould otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer thatopportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary dutiesor contractual obligations of our officers or directors will materially affect our ability to complete our initialbusiness combination.

Below is a table summarizing the entities to which our executive officers and directors currently havefiduciary duties or contractual obligations that may present a conflict of interest:

Individual Entity Entity’s Business Affiliation

Robert Miller Albertsons Companies, Inc. Groceries Chairman EmeritusJim Pattison Group Media, Broadcasting and

GroceriesDirector

Manouch Moshayedi MX3 Ventures Real Estate Chief Executive Officer

James Peterson Mobix Labs Semiconductor ChairmanCosemi Technologies, Inc. Optical Connectivity Director

Jeffrey Brown Brown Equity Partners,LLC

Investments Chief Executive Officer

Rent-A-Center, Inc. Rent-to-Own Furniture andElectronics

Chairman

Medifast, Inc. Health and Wellness Lead DirectorCapRock Partners Real Estate Board AdvisorCerracap Ventures Venture Capital Board AdvisorCrisp Imaging Digital Printing AdvisorFieldstone Homes, Inc. Home Building DirectorGlaspro, Inc. Glass Production AdvisorNewport Toro, LLC Oil Services DirectorNvision, Inc. Eye Care DirectorO’Neill Vintners &Distillers

Wine and Spirits Board Advisor

RAM’S GATE Winery Wine AdvisorSG Credit Partners, LLC Lending Solutions DirectorTail Activewear, Inc. Apparel Advisor

John French French Asset Management,Inc.

Investment Managing Principal

KBS US Prime PropertyManagement Pte. Ltd., theManager of Prime USREIT

Real Estate Independent andNon-Executive Director

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Individual Entity Entity’s Business Affiliation

CapRock Partners Real Estate Board Advisor

Julie Hill The Hill Company Real Estate [Owner]Lord Abbett Family ofMutual Funds

Mutual Funds Director

Jessica Tsoong Relay Ventures Venture Capital Entrepreneur-in-Residence[StartX] Startup Accelerator [Š]

J.C. Raby Boston Meridian Partners [Venture Capital] PartnerEsprida Corporation Software Chairman

Potential investors should also be aware of the following other potential conflicts of interest:

• Our executive officers and directors are not required to, and will not, commit their full time to our affairs,which may result in a conflict of interest in allocating their time between our operations and our search fora business combination and their other businesses. We do not intend to have any full-time employees priorto the completion of our initial business combination. Certain of our executive officers are engaged inseveral other business endeavors for which he or she may be entitled to substantial compensation, and ourexecutive officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our▲▲▲▲▲▲▲▲initial stockholders purchased founder shares prior to the date of this prospectus and our sponsor will

purchase private placement warrants in a transaction that will close simultaneously with the closing of thisoffering. Our initial stockholders, including our sponsor, and our officers and directors have entered intoagreements with us pursuant to which they have agreed to waive their redemption rights in connectionwith the completion of our initial business combination with respect to their founder shares and any publicshares they hold. The members of our management team have entered into agreements similar to the oneentered into by our sponsor with respect to any public shares acquired by them in or after this offering.Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidatingdistributions from the trust account with respect to their founder shares if we fail to complete our initialbusiness combination within the prescribed time frame. If we do not complete our initial businesscombination within the prescribed time frame, the private placement warrants will expire worthless.Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of theirfounder shares until the earlier to occur of: (i) one year after the completion of our initial businesscombination and (ii) the date following the completion of our initial business combination on which wecomplete a liquidation, merger, capital stock exchange or other similar transaction that results in all of ourstockholders having the right to exchange their common stock for cash, securities or other property;except to certain permitted transferees and under certain circumstances as described herein under“Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants.” Notwithstandingthe foregoing, if the closing price of our Class A common stock equals or exceeds $12.00 per share (asadjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20trading days within any 30-trading day period commencing at least 120 days after our initial businesscombination, the founder shares will be released from the lockup. Subject to certain limited exceptions,the private placement warrants will not be transferable until 30 days following the completion of ourinitial business combination. Because each of our executive officers and director nominees will owncommon stock or warrants directly or indirectly, they may have a conflict of interest in determiningwhether a particular target is an appropriate business with which to effectuate our initial businesscombination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular businesscombination if the retention or resignation of any such officers and directors was included by a target as acondition to any agreement with respect to our initial business combination.

We are not prohibited from pursuing an initial business combination with a business combination target thatis affiliated with our officers or directors, including our sponsor, or completing the business combination through

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a joint venture or other form of shared ownership with our officers or directors, including our sponsor. In theevent we seek to complete our initial business combination with a business combination target that is affiliatedwith our executive officers or directors, including our sponsor, we, or a committee of independent directors,would obtain an opinion from an independent investment banking firm or a valuation or appraisal firm, that suchinitial business combination is fair to our company from a financial point of view. We are not required to obtainsuch an opinion in any other context. Furthermore, except as set forth in “Certain Relationships and Related PartyTransactions,” in no event will any of our existing officers or directors, including our sponsor, or any of itsaffiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for anyservices they render in order to effectuate, the completion of our initial business combination. Further,commencing on the date our securities are first listed on

▲▲▲▲▲Nasdaq, we will also pay our sponsor $10,000 per month

for office space, utilities and secretarial and administrative services provided to members of our managementteam.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public stockholders for a vote, oursponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during orafter this offering in favor of initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation will provide that our officers and directors will beindemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future beamended. In addition, our amended and restated certificate of incorporation will provide that our directors willnot be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty asdirectors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly orintentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawfulredemptions, or derived an improper personal benefit from their actions as directors.

We will enter into agreements with our officers and directors to provide contractual indemnification inaddition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylawsalso will permit us to secure insurance on behalf of any officer, director or employee for any liability arising outof his or her actions, regardless of whether Delaware law would permit such indemnification.

We will purchase a policy of directors’ and officers’ liability insurance that insures our officers anddirectors against the cost of defense, settlement or payment of a judgment in some circumstances and insures usagainst our obligations to indemnify our officers and directors. Except with respect to any public shares they mayacquire in this offering or thereafter (in the event we do not consummate an initial business combination), ourofficers and directors have agreed to waive (and any other persons who may become an officer or director priorto the initial business combination will also be required to waive) any right, title, interest or claim of any kind inor to any monies in the trust account, and not to seek recourse against the trust account for any reasonwhatsoever, including with respect to such indemnification.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach oftheir fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigationagainst officers and directors, even though such an action, if successful, might otherwise benefit us and ourstockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costsof settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnityagreements are necessary to attract and retain talented and experienced officers and directors.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of thedate of this prospectus, and as adjusted to reflect the sale of our Class A common stock included in the unitsoffered by this prospectus, and assuming no purchase of units in this offering, by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding shares ofcommon stock;

• each of our executive officers, directors and director nominees; and

• all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investmentpower with respect to all of our common stock beneficially owned by them. The following table does not reflectrecord or beneficial ownership of the private placement warrants as these warrants are not exercisable within60 days of the date of this prospectus.

On June 1, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for $25,000. On, 2021, our sponsor transferred 20,000 founder shares to each of Julie Hill, Jessica Tsoong and J.C.

Raby▲▲▲▲, our independent director nominees, in each case for approximately the same per share price initially paid

by our sponsor, resulting in our sponsor owning 7,127,500 founder shares. Prior to the initial investment in thecompany of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of foundershares outstanding was determined based on the expectation that the total size of this offering would be amaximum of 28,750,000 units if the underwriter’s over-allotment option is exercised in full, and therefore thatsuch founder shares would represent 20% of the outstanding shares of our common stock after this offering. Upto 937,500 of the founder shares will be forfeited depending on the extent to which the underwriter’s over-allotment option is exercised. The post-offering percentages in the following table assume that the underwriterdoes not exercise its over-allotment option, that our sponsor has forfeited 937,500 founder shares, and that thereare 31,250,000 shares of common stock issued and outstanding after this offering.

Name and Address of Beneficial Owner(1)

Number ofShares

BeneficiallyOwned(2)(3)

ApproximatePercentage ofOutstanding

Common Stock

BeforeOffering

AfterOffering

Merlin Acquisitions Holdings I, LLC(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,127,500 99.2% 19.8%Robert Miller(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Manouch Moshayedi(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Jeffrey Brown(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —James Peterson(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —John French(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —Julie Hill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 * *Jessica Tsoong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 * *J.C. Raby . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 * *All executive officers, directors and director nominees as a group

(8 individuals) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 * *

* Less than one percent.(1) Unless otherwise noted, the business address of each of the following is 2535 West Coast Highway,

Newport Beach, California 92663.(2) Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will

automatically convert into Class A common stock at the time of the consummation of our initial businesscombination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, asdescribed in the section entitled “Description of Securities.”

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(3) Our sponsor is the record holder of the shares of Class B common stock reported herein. Our officers,certain of our directors and certain affiliates of our directors are members of our sponsor. No member of oursponsor exercises voting or dispositive control over any of the shares held by our sponsor. Accordingly,none of them will be deemed to have or share beneficial ownership of such shares.

(4) Includes up to 937,500 founder shares that will be forfeited depending on the extent to which theunderwriter’s over-allotment option is exercised.

Immediately after this offering, our▲▲▲▲▲▲▲initial stockholders will beneficially own 20.0% of the then issued and

outstanding common stock (assuming they do not purchase any units in this offering). As a result of holdingsubstantially all of the founder shares, our sponsor will have the right, prior to our initial business combination,to elect all of our directors and remove any director for any reason. In addition, because of this ownership block,our

▲▲▲▲▲▲▲initial stockholders, or

▲▲▲their permitted transferees, may be able to effectively influence the outcome of all

other matters requiring approval by our stockholders, including amendments to our amended and restatedcertificate of incorporation and approval of significant corporate transactions including our initial businesscombination.

Our sponsor has committed, pursuant to a written agreement, to purchase up to an aggregate of 5,500,000▲▲▲▲▲▲▲▲▲

private placement warrants (or 6,000,000▲▲▲▲▲▲▲▲▲warrants if the underwriter’s over-allotment option is exercised in full),

at a price of $1.50 per warrant, or $8,25▲▲0,000 in the aggregate (or $9

▲,00

▲▲0,000 if the underwriter’s over-allotment

option is exercised in full), in a private placement that will occur simultaneously with the closing of this offering.Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 pershare. A portion of the purchase price of the private placement warrants will be added to the proceeds from thisoffering to be held in the trust account such that at the time of closing of this offering $250,000,000 (or$287,500,000 if the underwriter exercises its over-allotment option in full) will be held in the trust account. If wedo not complete our initial business combination within the 24 months from the closing of this offering, theprivate placement warrants will expire worthless. The private placement warrants are subject to the transferrestrictions described below. The private placement warrants will not be redeemable by us (except as describedabove under “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Redemptionof Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00”) so long as they areheld by our sponsor or its permitted transferees. Our sponsor, or its permitted transferees, will have the option toexercise the private placement warrants on a cashless basis. If the private placement warrants are held by holdersother than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us andexercisable by the holders on the same basis as the warrants included in the units being sold in this offering.Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrantsbeing sold as part of the units in this offering.

Our sponsor and our executive officers and directors are deemed to be our “promoters” as such term isdefined under the federal securities laws.

Transfers of Founder Shares and Private Placement Warrants

The founder shares, private placement warrants and any shares of Class A common stock issued uponconversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in theagreements entered into by our initial stockholders, including our sponsor, and management team. Those lock-upprovisions provide that such securities are not transferable or salable (i) in the case of the founder shares, untilthe earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to ourinitial business combination, the closing price of the Class A common stock equals or exceeds $12.00 per share(as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20trading days within any 30-trading day period commencing at least 120 days after our initial businesscombination and (B) the date following the completion of our initial business combination on which we completea liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholdershaving the right to exchange their Class A common stock for cash, securities or other property and (ii) in the case

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of the private placement warrants and the respective shares of Class A common stock underlying such warrants,until 30 days after the completion of our initial business combination except in each case (a) to our officers ordirectors, any affiliate or family member of any of our officers or directors, any affiliate of our sponsor or to anymember of the sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such person’simmediate family or to a trust, the beneficiary of which is a member of such person’s immediate family or suchindividual, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue oflaws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to aqualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchaseagreement or similar arrangement or in connection with the consummation of a business combination at prices nogreater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of theState of Delaware or our sponsor’s limited liability company agreement, upon dissolution of our sponsor, (g) inthe event of our liquidation prior to our consummation of our initial business combination; or (h) in the eventthat, subsequent to our consummation of an initial business combination, we complete a liquidation, merger,capital stock exchange or other similar transaction which results in all of our stockholders having the right toexchange their Class A common stock for cash, securities or other property; provided, however, that in the caseof clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound bythese transfer restrictions and the other restrictions contained in the letter agreement.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of thisoffering, (ii) private placement warrants, which will be issued in a private placement simultaneously with theclosing of this offering and the shares of Class A common stock underlying such private placement warrants and(iii) private placement warrants that may be issued upon conversion of working capital loans will haveregistration rights to require us to register a sale of any of our securities held by them pursuant to a registrationrights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rightsagreement and assuming the underwriter exercises its over-allotment option in full and $1,500,000 of workingcapital loans are converted into private placement warrants, we will be obligated to register up to 14,020,833shares of Class A common stock and 7

▲,000

▲▲▲,000

▲▲▲warrants. The number of shares of Class A common stock

includes (i) 7,187,500 shares of Class A common stock to be issued upon conversion of the founder shares,(ii) 6

▲,000

▲▲▲,000

▲▲▲shares of Class A common stock underlying the private placement warrants and (iii) 1,000,000

shares of Class A common stock underlying the private placement warrants issued upon conversion of workingcapital loans. The number of warrants includes 6

▲,000

▲▲▲,000

▲▲▲private placement warrants and up to 1,000,000

warrants issuable upon conversion of working capital loans. The holders of these securities are entitled to makeup to three demands, excluding short form demands, that we register such securities. In addition, the holders havecertain “piggy-back” registration rights with respect to registration statements filed subsequent to our completionof our initial business combination. We will bear the expenses incurred in connection with the filing of any suchregistration statements (other than underwriting discounts and selling commissions). The registration rightsagreement will not provide for any maximum cash penalties nor any penalties connected with delays inregistering the company’s common stock.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On June 1, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for $25,000. On, 2021, our sponsor transferred 20,000 founder shares to each of Julie Hill, Jessica Tsoong and

J.C. Raby▲▲▲▲, our independent director nominees, in each case for approximately the same per share price initially

paid by our sponsor, resulting in our sponsor owning 7,127,500 founder shares. The number of founder sharesoutstanding was determined based on the expectation that the total size of this offering would be a maximum of28,750,000 units if the underwriter’s over-allotment option is exercised in full, and therefore that such foundershares would represent 20% of the outstanding shares of our common stock after this offering. Up to 937,500 ofthe founder shares will be forfeited depending on the extent to which the underwriter’s over-allotment option isexercised. If we increase or decrease the size of the offering, we will effect a stock dividend or share contributionback to capital or other appropriate mechanism, as applicable, with respect to our common stock immediatelyprior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% ofour issued and outstanding common stock upon the consummation of this offering.

Our sponsor has committed, pursuant to a written agreement, to purchase up to an aggregate of 5,500▲▲▲,000

▲▲▲private placement warrants (or 6

▲,000

▲▲▲,000

▲▲▲warrants if the underwriter’s over-allotment option is exercised in full),

at a price of $1.50 per warrant, or $8,25▲▲0,000 in the aggregate (or $9

▲,00

▲▲0,000 if the underwriter’s over-allotment

option is exercised in full), in a private placement that will close simultaneously with the closing of this offering.Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 pershare. The private placement warrants (including the Class A common stock issuable upon exercise of the privateplacement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 daysafter the completion of our initial business combination.

As more fully discussed in the section of this prospectus titled “Management—Conflicts of Interest,” if anyof our officers or directors becomes aware of a business combination opportunity that falls within the line ofbusiness of any entity to which he or she has then-current fiduciary or contractual obligations, he or she willhonor his or her fiduciary or contractual obligations to present such business combination opportunity to suchentity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations thatmay take priority over their duties to us. We are not prohibited from pursuing an initial business combinationwith a business combination target that is affiliated with our officers or directors, including our sponsor, orcompleting the business combination through a joint venture or other form of shared ownership with our officersor directors, including our sponsor.. Any such entity may co-invest with us in the target business at the time ofour initial business combination, or we could raise additional proceeds to complete the acquisition by issuing tosuch entity a class of equity or equity-linked securities.

Furthermore, we are not under any obligation to sell any such units. Such investment would be made onterms and conditions determined at the time of the business combination.

We currently utilize office space at 2535 West Coast Highway, Newport Beach, California 92663 from oursponsor. Commencing on the date of this prospectus, we will pay our sponsor $10,000 per month for officespace, utilities and secretarial and administrative services provided to members of our management team. Uponcompletion of our initial business combination or our liquidation, we will cease paying these monthly fees. Oursponsor has entered into consulting arrangements with certain entities affiliated with three individuals, includingour Chief Financial Officer Mr. French, for consulting services in connection with this offering, the identificationand due diligence of potential target businesses and any transaction with respect thereto. Pursuant to theseagreements, our sponsor will pay such consultants $87 per hour based on hours worked on our behalf. We haveagreed to reimburse our sponsor for the amounts paid under these consulting arrangements from the funds heldoutside the trust account. Except as set forth in this paragraph, no compensation of any kind, including finder’sand consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of theirrespective affiliates, for services rendered prior to or in connection with the completion of an initial businesscombination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in

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connection with activities on our behalf such as identifying potential target businesses and performing duediligence on suitable business combinations. Our audit committee will review on a quarterly basis all paymentsthat were made to our sponsor, officers, directors or our or their affiliates.

Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for aportion of the expenses of this offering. These loans will be non-interest bearing, unsecured and will be due at theearlier of March 31, 2022 or the closing of this offering. As of the date of this prospectus, no such loans wereoutstanding.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with anintended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers anddirectors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we completean initial business combination, we would repay such loaned amounts. In the event that the initial businesscombination does not close, we may use a portion of the working capital held outside the trust account to repaysuch loaned amounts but no proceeds from our trust account would be used for such repayment. Up to$1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of$1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.Except as set forth above, the terms of such loans, if any, have not been determined and no written agreementsexist with respect to such loans. Prior to the completion of our initial business combination, we do not expect toseek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties willbe willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trustaccount.

Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments ofworking capital loans prior to our initial business combination will be made using funds held outside the trustaccount.

After our initial business combination, members of our management team who remain with us may be paidconsulting, management or other fees from the combined company with any and all amounts being fullydisclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, asapplicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at thetime of distribution of such tender offer materials or at the time of a stockholder meeting held to consider ourinitial business combination, as applicable, as it will be up to the directors of the post-combination business todetermine executive and director compensation.

We have entered into a registration rights agreement with respect to the founder shares and privateplacement warrants, which is described under the heading “Principal Stockholders—Registration Rights.”

Policy for Approval of Related Party Transactions

The audit committee of our board of directors will adopt a policy setting forth the policies and proceduresfor its review and approval or ratification of “related party transactions.” A “related party transaction” is anyconsummated or proposed transaction or series of transactions: (i) in which the company was or is to be aparticipant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1%of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregateover the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, hasor will have a direct or indirect material interest. “Related parties” under this policy will include: (i) ourdirectors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of anyclass of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing personis a natural person; and (iv) any other person who may be a “related person” pursuant to Item 404 of RegulationS-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts andcircumstances of each related party transaction, including if the transaction is on terms comparable to those that

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could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’sinterest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies,(iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests ofthe company and its stockholders and (v) the effect that the transaction may have on a director’s status as anindependent member of the board and on his or her eligibility to serve on the board’s committees. Managementwill present to the audit committee each proposed related party transaction, including all relevant facts andcircumstances relating thereto. Under the policy, we may consummate related party transactions only if our auditcommittee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. Thepolicy will not permit any director or executive officer to participate in the discussion of, or decision concerning,a related person transaction in which he or she is the related party.

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Donnelley Financial ADG pf_rendSTART PAGE

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DESCRIPTION OF SECURITIES

We are a Delaware corporation and our affairs will be governed by our amended and restated certificate ofincorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation which will beadopted prior to the consummation of this offering, we will be authorized to issue 275,000,000 shares of commonstock, $0.0001 par value each, including 250,000,000 shares of Class A common stock and 25,000,000 shares ofClass B common stock, as well as 2,500,000 shares of preferred stock, $0.0001 par value each. The followingdescription summarizes certain terms of our capital stock as set out more particularly in our amended andrestated certificate of incorporation. Because it is only a summary, it may not contain all the information that isimportant to you.

Units

Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-thirdof one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class Acommon stock at a price of $11.50 per share, subject to adjustment as described in this prospectus.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number ofshares of the Company’s Class A common stock. This means only a whole warrant may be exercised at anygiven time by a warrant holder. For example, if a warrant holder holds one-third or two-thirds of one warrant topurchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of$11.50 per share. The Class A common stock and warrants comprising the units are expected to begin separatetrading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us ofits decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-Kdescribed below and having issued a press release announcing when such separate trading will begin. Once theshares of Class A common stock and warrants commence separate trading, holders will have the option tocontinue to hold units or separate their units into the component securities. Holders will need to have theirbrokers contact our transfer agent in order to separate the units into Class A common stock and warrants. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,unless you purchase at least three units, you will not be able to receive or trade a whole warrant.

In no event will the Class A common stock and warrants be traded separately until we have filed with theSEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the grossproceeds at closing of this offering. We will file a Current Report on Form 8-K which includes this auditedbalance sheet promptly after the completion of this offering, which closing is anticipated to take place threebusiness days after the date of this prospectus. If the underwriter’s over-allotment option is exercised followingthe initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will befiled to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option.

Common Stock

Prior to the date of this prospectus, there were 7,187,500 shares of Class B common stock outstanding, all ofwhich were held of record by our

▲▲▲▲▲▲▲initial stockholders, so that our

▲▲▲▲▲▲▲initial stockholders and

▲▲▲their permitted

transferees will own 20% of our issued and outstanding shares after this offering (assuming our▲▲▲▲▲▲▲initial

stockholders do▲▲not purchase any units in this offering). Up to 937,500 of the founder shares will be forfeited by

our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. Upon theclosing of this offering, 31,250,000 of our shares of common stock will be outstanding (assuming no exercise ofthe underwriter’s over-allotment option and the corresponding forfeiture of 937,500 founder shares by oursponsor) including:

• 25,000,000 shares of Class A common stock underlying units issued as part of this offering; and

• 6,250,000 shares of Class B common stock held by our▲▲▲▲▲▲▲initial stockholders.

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If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution backto capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior tothe consummation of the offering in such amount as to maintain the ownership of our

▲▲▲▲▲▲▲initial stockholders and

▲▲▲their permitted transferees at 20% of our issued and outstanding common stock upon the consummation of thisoffering.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on bystockholders; provided that, prior to our initial business combination, holders of a majority of the outstandingshares of our Class B common stock will have the right to elect all of our directors and remove members of ourboard of directors for any reason. These provisions of our amended and restated certificate of incorporation mayonly be amended by holders of a majority of the outstanding shares of our Class B common stock. On any othermatter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class Acommon stock will vote together as a single class, except as required by applicable law or stock exchange rule.

Unless specified in our amended and restated certificate of incorporation, or as required by applicableprovisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares ofcommon stock that are voted is required to approve any such matter voted on by our stockholders. There is nocumulative voting with respect to the election of directors, with the result that the holders of more than 50% ofthe shares voted for the election of directors can elect all of the directors.

Our common stockholders are entitled to receive ratable dividends when, as and if declared by the board ofdirectors out of funds legally available therefor.

Because our amended and restated certificate of incorporation authorizes us to issue up to 250,000,000shares of Class A common stock, if we were to enter into a business combination, we may (depending on theterms of such a business combination) be required to increase the number of shares of Class A common stockwhich we are authorized to issue at the same time as our stockholders vote on the business combination to theextent we seek stockholder approval in connection with our initial business combination.

In accordance with▲▲▲▲Nasdaq corporate governance requirements, we are not required to hold an annual

meeting until no later than one year after our first fiscal year end following our listing on▲▲▲▲▲Nasdaq. Under

Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for thepurposes of electing directors in accordance with our bylaws, unless such election is made by written consent inlieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to theconsummation of our initial business combination, and thus we may not be in compliance with Section 211(b) ofthe DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meetingprior to the consummation of our initial business combination, they may attempt to force us to hold one bysubmitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

We will provide our public stockholders with the opportunity to redeem all or a portion of their publicshares upon the completion of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account calculated as of two business days prior to theconsummation of our initial business combination, including interest (less amounts released to us to pay ourtaxes), divided by the number of then outstanding public shares, subject to the limitations described herein. Theamount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we willdistribute to investors who properly redeem their shares will not be reduced by the deferred underwritingcommissions we will pay to the underwriter. The redemption rights will include the requirement that anybeneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validlyredeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us pursuant towhich they have agreed to waive their redemption rights in connection with the completion of our initial businesscombination with respect to any founder shares and public shares they hold. Unlike many blank check companiesthat hold stockholder votes and conduct proxy solicitations in conjunction with their initial businesscombinations and provide for related redemptions of public shares for cash upon completion of such initial

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business combinations even when a vote is not required by law, if a stockholder vote is not required by law andwe do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amendedand restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC,and file tender offer documents with the SEC prior to completing our initial business combination. Our amendedand restated certificate of incorporation will require these tender offer documents to contain substantially thesame financial and other information about our initial business combination and the redemption rights as isrequired under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law,or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank checkcompanies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and notpursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial businesscombination only if a majority of the outstanding shares of common stock voted are voted in favor of the initialbusiness combination. However, the participation of our sponsor, officers, directors, advisors or their affiliates inprivately-negotiated transactions (as described in this prospectus), if any, could result in the approval of ourinitial business combination even if a majority of our public stockholders vote, or indicate their intention to vote,against such initial business combination. For purposes of seeking approval of the majority of our outstandingshares of common stock, non-votes will have no effect on the approval of our initial business combination once aquorum is obtained.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedcertificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholderor any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13of the Exchange Act), will be restricted from redeeming any Excess Shares held by any of them without our priorconsent. However, we will not restrict our stockholders’ ability to vote all of their shares (including ExcessShares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shareswill reduce their influence over our ability to complete our initial business combination, and such stockholderscould suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally,such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete ourinitial business combination. And, as a result, such stockholders will continue to hold that number of shares heldby them constituting Excess Shares and, in order to dispose such shares would be required to sell their shares inopen market transactions, potentially at a loss.

If we seek stockholder approval in connection with our initial business combination, our sponsor has agreedto vote any founder shares it holds and any public shares purchased during or after this offering in favor of ourinitial business combination. As a result, in addition to our founder shares, which are entitled to 20% of thecombined voting power of the founder shares and all public shares voting together as a single class, we wouldneed only 9,375,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is notexercised) or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum arevoted and the underwriter’s over-allotment option is not exercised), of the 25,000,000 public shares sold in thisoffering to be voted in favor of an initial business combination in order to have our initial business combinationapproved. Additionally, each public stockholder may elect to redeem their public shares irrespective of whetherthey vote for or against the proposed transaction.

Pursuant to our amended and restated certificate of incorporation, if we do not complete our initial businesscombination within 24 months from the closing of this offering, we will (i) cease all operations except for thepurpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter,redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account, including interest (less amounts released to us to pay our taxes and up to $100,000 of interest topay dissolution expenses), divided by the number of then outstanding public shares, which redemption willcompletely extinguish public stockholders’ rights as stockholders (including the right to receive furtherliquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subjectto the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each

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case to our obligations under Delaware law to provide for claims of creditors and the requirements of otherapplicable law. Our sponsor, officers and directors have entered into a letter agreement with us pursuant to whichthey have agreed to waive their rights to liquidating distributions from the trust account with respect to theirfounder shares if we fail to complete our initial business combination within 24 months from the closing of thisoffering. However, if our sponsor or management team acquire public shares in or after this offering, they will beentitled to liquidating distributions from the trust account with respect to such public shares if we fail to completeour initial business combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the company after a business combination, ourcommon stockholders are entitled to share ratably in all assets remaining available for distribution to them afterpayment of liabilities and after provision is made for each class of shares, if any, having preference over thecommon stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fundprovisions applicable to the common stock, except that we will provide our public stockholders with theopportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then ondeposit in the trust account, including interest (less amounts released to us to pay our taxes and up to $100,000 ofinterest to pay dissolution expenses), divided by the number of then outstanding public shares, upon thecompletion of our initial business combination, subject to the limitations described herein.

Additionally, the units that have not already been separated will automatically separate into their componentparts in connection with the completion of our initial business combination and will no longer be listed thereafter.

Founder Shares

The founder shares will, after the filing of our amended and restated certificate of incorporation, bedesignated as Class B common stock and, except as described below, are identical to the shares of Class Acommon stock included in the units being sold in this offering, and holders of founder shares will have the samestockholder rights as public stockholders, except that (i) prior to our initial business combination, only holders ofthe Class B common stock will have the right to vote on the election of directors and holders of a majority of theoutstanding shares of our Class B common stock will be able to remove members of our board of directors forany reason; (ii) the founder shares will be subject to certain transfer restrictions, as described in more detailbelow, (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to whichthey have agreed (A) to waive their redemption rights with respect to any founder shares and public shares theyhold in connection with the completion of our initial business combination, (B) to waive their redemption rightswith respect to any founder shares and public shares they hold in connection with a stockholder vote to approvean amendment to our amended and restated certificate of incorporation to modify the substance or timing of ourobligation to redeem 100% of our public shares if we have not consummated an initial business combinationwithin 24 months from the closing of this offering or with respect to any other material provisions relating tostockholders’ rights or pre-initial business combination activity and (C) to waive its rights to liquidatingdistributions from the trust account with respect to any founder shares they hold if we fail to complete our initialbusiness combination within 24 months from the closing of this offering, although they will be entitled toliquidating distributions from the trust account with respect to any public shares they hold if we fail to completeour initial business combination within such time period, and (iv) the founder shares are automaticallyconvertible into Class A common stock at the time of the consummation of our initial business combination, orearlier at the option of the holder, on a one-for-one basis, subject to adjustment as described herein and in ouramended and restated certificate of incorporation. If we submit our initial business combination to our publicstockholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares and anypublic shares purchased during or after this offering in favor of our initial business combination.

The founder shares will automatically convert into shares of Class A common stock at the time of theconsummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis,subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subjectto further adjustment as described herein. In the case that additional shares of Class A common stock or equity-

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linked securities are issued or deemed issued in connection with our initial business combination, the number ofshares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, onan as-converted basis, 20% of the total number of shares of Class A common stock outstanding after suchconversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders),including the total number of shares of Class A common stock issued, or deemed issued or issuable uponconversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company inconnection with or in relation to the consummation of the initial business combination, excluding any shares ofClass A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class Acommon stock issued, or to be issued, to any seller in the initial business combination and any private placementwarrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that suchconversion of founder shares will never occur on a less than one-for-one basis.

Subject to certain limited exceptions, the founder shares are not transferable, assignable or salable (except toour officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subjectto the same transfer restrictions) until the earlier of (A) one year after the completion of our initial businesscombination or earlier if, subsequent to our initial business combination, the closing price of the Class Acommon stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day periodcommencing at least 120 days after our initial business combination, and (B) the date following the completionof our initial business combination on which we complete a liquidation, merger, capital stock exchange or othersimilar transaction that results in all of our stockholders having the right to exchange their Class A common stockfor cash, securities or other property. Up to 937,500 founder shares will be forfeited by our sponsor depending onthe exercise of the over-allotment option.

Preferred Stock

Our amended and restated certificate of incorporation authorizes 2,500,000 shares of preferred stock andprovides that shares of preferred stock may be issued from time to time in one or more series. Our board ofdirectors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,participating, optional or other special rights and any qualifications, limitations and restrictions thereof,applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issueshares of preferred stock with voting and other rights that could adversely affect the voting power and otherrights of the holders of the common stock and could have anti-takeover effects. The ability of our board ofdirectors to issue shares of preferred stock without stockholder approval could have the effect of delaying,deferring or preventing a change of control of us or the removal of existing management. We have no preferredshares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock,we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued orregistered in this offering.

Redeemable Warrants

Public Stockholders’ Warrants

Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a priceof $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 monthsfrom the closing of this offering and 30 days after the completion of our initial business combination. Pursuant tothe warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class Acommon stock. This means only a whole warrant may be exercised at a given time by a warrant holder. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrantswill expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time,or earlier upon redemption or liquidation.

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We will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and willhave no obligation to settle such warrant exercise unless a registration statement under the Securities Act withrespect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto iscurrent, subject to our satisfying our obligations described below with respect to registration, except if thewarrants may be exercised on a “cashless basis” and such cashless exercise is exempt from registration under theSecurities Act. No warrant will be exercisable and we will not be obligated to issue a share of Class A commonstock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercisehas been registered, qualified or deemed to be exempt under the securities laws of the state of residence of theregistered holder of the warrants. In the event that the conditions in the two immediately preceding sentences arenot satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant andsuch warrant may have no value and expire worthless. In no event will we be required to net cash settle anywarrant. In the event that a registration statement is not effective for the exercised warrants and cashless exerciseis unavailable, the purchaser of a unit containing such warrant will have paid the full purchase price for the unitsolely for the share of Class A common stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than 15 business days after the closing ofour initial business combination, we will use our commercially reasonable efforts to file with the SEC aregistration statement for the registration, under the Securities Act, of the Class A common stock issuable uponexercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effectiveand to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, untilthe expiration of the warrants in accordance with the provisions of the warrant agreement. If a registrationstatement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective bythe 60th business day after the closing of our initial business combination, warrant holders may, until such timeas there is an effective registration statement and during any period when we will have failed to maintain aneffective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of theSecurities Act or another exemption.

Notwithstanding the above, if shares of our Class A common stock are at the time of any exercise of awarrant not listed on a national securities exchange such that they satisfy 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 whoexercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Actand, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and inthe event we do not so elect, we will use our commercially reasonable efforts to register or qualify the sharesunder applicable blue sky laws to the extent an exemption is not available. In such event, each holder would paythe exercise price by surrendering the warrants for that number of shares of Class A common stock equal to thelesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stockunderlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exerciseprice of the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” asused in this paragraph shall mean the volume weighted average price of the shares of Class A common stock forthe 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by thewarrant agent.

Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds$18.00. Once the warrants become exercisable, we may call the warrants for redemption (except as describedherein with respect to the private placement warrants):


• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to eachwarrant holder; and

• if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted forstock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days

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within a 30-trading day period ending on the third trading day prior to the date on which we send thenotice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Actcovering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is theneffective and a current prospectus relating to those shares of Class A common stock is available throughout the30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemptionright even if we are unable to register or qualify the underlying securities for sale under all applicable statesecurities laws.

We have established the last redemption criterion discussed above to prevent a redemption call unless thereis at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions aresatisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his,her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock mayfall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations,recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds$10.00. Once the warrants become exercisable, we may call the warrants for redemption:


• at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holderswill be able to exercise their warrants on a cashless basis prior to redemption and receive that number ofshares to be determined by reference to the table below, based on the redemption date and the “fair marketvalue” of our Class A common stock (as defined below) except as otherwise described below;

• if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (asadjusted for stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like)for any 20 trading days within the 30-trading day period ending on the third trading day prior to the dateon which we send the notice of redemption to the warrant holders; and

• if the closing price of the Class A common stock for any 20 trading days within a 30-trading day periodending on the third trading day prior to the date on which we send the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,reclassifications, recapitalizations and the like), the private placement warrants must also be concurrentlycalled for redemption on the same terms as the outstanding public warrants, as described above.

Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised,holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent thenumber of shares of Class A common stock that a warrant holder will receive upon exercise in connection with aredemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A commonstock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrantsare not redeemed for $0.10 per warrant), determined for these purposes based on the volume weighted averageprice of our Class A common stock for the 10 trading days immediately following the date on which the notice ofredemption is sent to the holders of warrants, and the number of months that the corresponding redemption dateprecedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrantholders with the final fair market value no later than one business day after the 10-trading day period describedabove ends.

Pursuant to the warrant agreement, references above to Class A common stock shall include a security otherthan Class A common stock into which the Class A common stock has been converted or for which the Class Acommon stock has been exchanged in the event we are not the surviving company in our initial businesscombination. The numbers in the table below will not be adjusted when determining the number of shares of

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Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following ourinitial business combination.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on whichthe number of shares issuable upon exercise of a warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below.

If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in thecolumn headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, thenumerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to suchadjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as soadjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time asthe number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in thecase of an adjustment pursuant to the fifth paragraph under the heading “—Anti-Dilution Adjustments” below,the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction,the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under theheading “—Anti-Dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of anadjustment pursuant to the second paragraph under the heading “—Anti-Dilution Adjustments” below, theadjusted share prices in the column headings will equal the unadjusted share price less the decrease in theexercise price of a warrant pursuant to such exercise price adjustment.

Redemption Date (period toexpiration of warrants)

Redemption Fair Market Value of Class A Common Stock

≤$10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 ≥$18.00

60 months . . . . . . . . . . . . . . . . 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.36157 months . . . . . . . . . . . . . . . . 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.36154 months . . . . . . . . . . . . . . . . 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.36151 months . . . . . . . . . . . . . . . . 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.36148 months . . . . . . . . . . . . . . . . 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.36145 months . . . . . . . . . . . . . . . . 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.36142 months . . . . . . . . . . . . . . . . 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.36139 months . . . . . . . . . . . . . . . . 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.36136 months . . . . . . . . . . . . . . . . 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.36133 months . . . . . . . . . . . . . . . . 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.36130 months . . . . . . . . . . . . . . . . 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.36127 months . . . . . . . . . . . . . . . . 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.36124 months . . . . . . . . . . . . . . . . 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.36121 months . . . . . . . . . . . . . . . . 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.36118 months . . . . . . . . . . . . . . . . 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.36115 months . . . . . . . . . . . . . . . . 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.36112 months . . . . . . . . . . . . . . . . 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.3619 months . . . . . . . . . . . . . . . . . 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.3616 months . . . . . . . . . . . . . . . . . 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.3613 months . . . . . . . . . . . . . . . . . 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.3610 months . . . . . . . . . . . . . . . . . — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if thefair market value is between two values in the table or the redemption date is between two redemption dates inthe table, the number of Class A common stock to be issued for each warrant exercised will be determined by astraight-line interpolation between the number of shares set forth for the higher and lower fair market values andthe earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. For example,if the volume weighted average price of our Class A common stock during the 10 trading days immediatelyfollowing the date on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at

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such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with thisredemption feature, exercise their warrants for 0.277 shares of Class A common stock for each whole warrant.For an example where the exact fair market value and redemption date are not as set forth in the table above, ifthe volume weighted average price of our Class A common stock during the 10 trading days immediatelyfollowing the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share,and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connectionwith this redemption feature, exercise their warrants for 0.298 Class A common stock for each whole warrant. Inno event will the warrants be exercisable on a cashless basis in connection with this redemption feature for morethan 0.361 of a share of Class A common stock per warrant (subject to adjustment). Finally, as reflected in thetable above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basisin connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable forany shares of Class A common stock.

This redemption feature differs from the warrant redemption features used in many other blank checkofferings, which only provide for a redemption of warrants for cash (other than the private placement warrants)when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time.This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when theClass A common stock are trading at or above $10.00 per share, which may be at a time when the trading price ofour Class A common stock is below the exercise price of the warrants. We have established this redemptionfeature to provide us with the flexibility to redeem the warrants without the price per share of Class A commonstock having to reach the $18.00 per share threshold set forth above under “—Redemption of Warrants When thePrice Per Share of Class A Common Stock Equals or Exceeds $18.00.” Holders choosing to exercise theirwarrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares fortheir warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. Thisredemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants,and therefore have certainty as to (i) our capital structure as the warrants would no longer be outstanding andwould have been exercised or redeemed and (ii) the amount of cash provided by the exercise of the warrants andavailable to use, and also provides a ceiling to the theoretical value of the warrants as it locks in the amount ofshares we would pay to warrant holders that exercise if we choose to redeem the warrants in this manner. We willbe required to pay the applicable redemption price to warrant holders if we choose to exercise this redemptionright and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our bestinterest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interestto update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the warrants when the Class A common stock is trading at a price starting at$10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capitalstructure and cash position while providing warrant holders with the opportunity to exercise their warrants on acashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class Acommon stock is trading at a price below the exercise price of the warrants, this could result in the warrantholders receiving fewer shares of Class A common stock than they would have received if they had chosen towait to exercise their warrants for Class A common stock if and when such Class A common stock was trading ata price higher than the exercise price of $11.50.

No fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holderwould be entitled to receive a fractional interest in a share, we will round down to the nearest whole number ofshares of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants areexercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (forinstance, if we are not the surviving company in our initial business combination), the warrants may be exercisedfor such security. At such time as the warrants become exercisable for a security other than the Class A commonstock, the surviving company will use its commercially reasonable efforts to register under the Securities Act thesecurity issuable upon the exercise of the warrants within 20 business days of the closing of an initial businesscombination.

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Other Provisions. A holder of a warrant may notify us in writing in the event it elects to be subject to arequirement that such holder will not have the right to exercise such warrant, to the extent that after giving effectto such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge,would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of Class A commonstock outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments. If the number of outstanding shares of Class A common stock is increased bya share capitalization payable in shares of Class A common stock, or by a split-up of common stock or othersimilar event, then, on the effective date of such share capitalization, split-up or similar event, the number ofshares of Class A common stock issuable on exercise of each warrant will be increased in proportion to suchincrease in the outstanding shares of common stock. A rights offering to holders of common stock entitlingholders to purchase Class A common stock at a price less than the “historical fair market value” (as definedbelow) will be deemed a share capitalization of a number of shares of Class A common stock equal to theproduct of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuableunder any other equity securities sold in such rights offering that are convertible into or exercisable for Class Acommon stock) multiplied by and (ii) one minus the quotient of (x) the price per share of Class A common stockpaid in such rights offering and (y) the historical fair market value. For these purposes (i) if the rights offering isfor securities convertible into or exercisable for shares of Class A common stock, in determining the pricepayable for Class A common stock, there will be taken into account any consideration received for such rights, aswell as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” meansthe volume weighted average price of shares of Class A common stock as reported during the 10 trading dayperiod ending on the trading day prior to the first date on which the Class A common stock trades on theapplicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make adistribution in cash, securities or other assets to the holders of Class A common stock on account of such Class Acommon stock (or other securities into which the warrants are convertible), other than (a) as described above,(b) certain ordinary cash dividends (initially defined as up to $0.50 per share in a 365 day period), (c) to satisfythe redemption rights of the holders of Class A common stock in connection with a proposed initial businesscombination including in connection with a vote to extend the time we have to complete our initial businesscombination, or (d) in connection with the redemption of our public shares upon our failure to complete ourinitial business combination, then the warrant exercise price will be decreased, effective immediately after theeffective date of such event, by the amount of cash and/or the fair market value of any securities or other assetspaid on each share of Class A common stock in respect of such event.

If the number of outstanding shares of Class A common stock is decreased by a consolidation, combination,reverse share split or reclassification of Class A common stock or other similar event, then, on the effective dateof such consolidation, combination, reverse share split, reclassification or similar event, the number of shares ofClass A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease inoutstanding share of Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants isadjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise priceimmediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares ofClass A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and(y) the denominator of which will be the number of shares of Class A common stock so purchasable immediatelythereafter.

In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capitalraising purposes in connection with the closing of our initial business combination at an issue price or effectiveissue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price tobe determined in good faith by our board of directors and, in the case of any such issuance to our


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stockholders or▲▲▲their affiliates, without taking into account any founder shares held by our


such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares), (y) theaggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interestthereon, available for the funding of our initial business combination on the date of the consummation of ourinitial business combination (net of redemptions), and (z) the volume weighted average trading price of ourClass A common stock during the 10 trading day period starting on the trading day prior to the day on which weconsummate our initial business combination is below $9.20 per share, then the exercise price of the warrantswill be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly IssuedPrice, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% ofthe higher of the Market Value and the Newly Issued Price (see “—Redemption of Warrants When the Price PerShare of Class A Common Stock Equals or Exceeds $18.00” and “—Redemption of Warrants When the PricePer Share of Class A Common Stock Equals or Exceeds $10.00”), and the $10.00 per share redemption triggerprice will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly IssuedPrice (see “—Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds$10.00”).

In case of any reclassification or reorganization of the outstanding Class A common stock (other than thosedescribed above or that solely affects the par value of such Class A common stock), or in the case of any mergeror consolidation of us with or into another corporation (other than a consolidation or merger in which we are thecontinuing corporation and that does not result in any reclassification or reorganization of our outstandingClass A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets orother property of us as an entirety or substantially as an entirety in connection with which we are dissolved, theholders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the termsand conditions specified in the warrants and in lieu of the Class A common stock immediately theretoforepurchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares ofClass A common stock or other securities or property (including cash) receivable upon such reclassification,reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holderof the warrants would have received if such holder had exercised its warrants immediately prior to such event. Ifless than 70% of the consideration receivable by the holders of Class A common stock in such a transaction ispayable in the form of common equity in the successor entity that is listed for trading on a national securitiesexchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quotedimmediately following such event, and if the registered holder of the warrant properly exercises the warrantwithin thirty days following public disclosure of such transaction, the warrant exercise price will be reduced asspecified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrantagreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holdersof the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant towhich the holders of the warrants otherwise do not receive the full potential value of the warrants.

The warrants will be issued in registered form under a warrant agreement between▲▲▲▲Continental Stock

Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder to cure any ambiguity or correct any defectiveprovision, and that all other modifications or amendments that adversely affect the interests of the registeredholders of the public warrants will require the vote or written consent of the holders of at least 50% of the thenoutstanding public warrants. You should review a copy of the warrant agreement, which will be filed as anexhibit to the registration statement of which this prospectus is a part, for a complete description of the terms andconditions applicable to the warrants.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date atthe offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completedand executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, ifapplicable), by certified or official bank check payable to us, for the number of warrants being exercised. Thewarrant holders do not have the rights or privileges of holders of common stock and any voting rights until they

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exercise their warrants and receive Class A common stock. After the issuance of Class A common stock uponexercise of the warrants, each holder will be entitled to one vote for each share of Class A common stock held ofrecord on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holderwould be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearestwhole number the number of shares of Class A common stock to be issued to the warrant holder.

Exclusive Forum. We have agreed that, subject to applicable law, any action, proceeding or claim againstus arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of theState of New York or the United States District Court for the Southern District of New York, and we irrevocablysubmit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding orclaim. See “Risk Factors—Our warrant agreement will designate the courts of the State of New York or theUnited States District Court for the Southern District of New York as the sole and exclusive forum for certaintypes of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability ofwarrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies toclaims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which thefederal district courts of the United States of America are the sole and exclusive forum.

Private Placement Warrants

The private placement warrants (including the Class A common stock issuable upon exercise of the privateplacement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initialbusiness combination (except, among other limited exceptions as described under “Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons orentities affiliated with the sponsor) and they will not be redeemable by us (except as described above under“—Redemption of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00”) solong as they are held by our


▲▲▲their permitted transferees. The sponsor, or its permitted

transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described inthis section, the private placement warrants have terms and provisions that are identical to those of the warrantsbeing sold as part of the units in this offering. If the private placement warrants are held by holders other oursponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemptionscenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in thisoffering.

Except as described above under “—Public Stockholders’ Warrants—Redemption of Warrants When thePrice Per Share of Class A Common Stock Equals or Exceeds $10.00,” if holders of the private placementwarrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering theirwarrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) theproduct of the number of shares of Class A common stock underlying the warrants, multiplied by the excess ofthe “sponsor exercise fair market value” of our Class A common stock (defined below) over the exercise price ofthe warrants by (y) the sponsor exercise fair market value. The “sponsor exercise fair market value” means theaverage closing price of the Class A common stock for the 10 trading days ending on the third trading day priorto the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreedthat these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permittedtransferees is because it is not known at this time whether they will be affiliated with us following a businesscombination. If they remain affiliated with us, their ability to sell our securities in the open market will besignificantly limited. We expect to have policies in place that prohibit insiders from selling our securities exceptduring specific periods of time. Even during such periods of time when insiders will be permitted to sell oursecurities, an insider cannot trade in our securities if he or she is in possession of material non-publicinformation. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares ofClass A common stock received upon such exercise freely in the open market in order to recoup the cost of such

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exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe thatallowing the holders to exercise such warrants on a cashless basis is appropriate.

In order to fund working capital deficiencies or finance transaction costs in connection with an intendedinitial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directorsmay, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may beconvertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option ofthe lender. Such warrants would be identical to the private placement warrants.

Our▲▲▲▲▲▲▲initial stockholders ha

▲ve agreed not to transfer, assign or sell any of the private placement warrants

(including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30days after the date we complete our initial business combination, except that, among other limited exceptions asdescribed under “Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants,”transfers can be made to our officers and directors and other persons or entities affiliated with the sponsor.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividendsprior to the completion of a business combination. The payment of cash dividends in the future will be dependentupon our revenues and earnings, if any, capital requirements and general financial condition subsequent tocompletion of a business combination. The payment of any cash dividends subsequent to a business combinationwill be within the discretion of our board of directors at such time. If we increase or decrease the size of thisoffering, then we will effect a stock dividend or share contribution back to capital or other appropriatemechanism, as applicable, with respect to our founder shares immediately prior to the consummation of theoffering in such amount as to maintain the number of founder shares at 20% of our issued and outstandingcommon stock upon the consummation of this offering. Further, if we incur any indebtedness, our ability todeclare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Our Transfer Agent and Warrant Agent

The transfer agent for our common stock and warrant agent for our warrants is▲▲▲▲Continental Stock Transfer &

Trust Company. We have agreed to indemnify▲▲▲▲Continental Stock Transfer & Trust Company in its roles as

transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees againstall claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except forany liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

▲▲▲▲Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interestor claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interestor claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly,any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solelyagainst us and our assets outside the trust account and not against the any monies in the trust account or interestearned thereon.

Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation will contain certain requirements and restrictionsrelating to this offering that will apply to us until the completion of our initial business combination. Theseprovisions cannot be amended without the approval of the holders of 65% of our common stock. Our


stockholders and▲▲▲their permitted transferees, who will beneficially own 20% of our common stock upon the

closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote toamend our amended and restated certificate of incorporation and will have the discretion to vote in any mannerthey choose.

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Specifically, our amended and restated certificate of incorporation will provide, among other things, that:

• If we do not complete our initial business combination within 24 months from the closing of this offering,we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonablypossible but no more than 10 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 (lessamounts released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses),divided by the number of then outstanding public shares, which redemption will completely extinguishpublic 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 ofour remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to ourobligations under Delaware law to provide for claims of creditors and in all cases subject to therequirements of other applicable law;

• Prior to our initial business combination, we may not issue additional securities that would entitle theholders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares(a) on our initial business combination or (b) to approve an amendment to our amended and restatedcertificate of incorporation to (x) extend the time we have to consummate a business combination beyond24 months from the closing of this offering or (y) amend the foregoing provisions;

• Although we do not intend to enter into a business combination with a target business that is affiliatedwith our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the eventwe enter into such a transaction, we, or a committee of our independent

▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲directors, will obtain an opinion

from an independent investment banking firm or a valuation or appraisal firm that such a businesscombination is fair to our company from a financial point of view;

• If a stockholder vote on our initial business combination is not required by law and we do not decide tohold a stockholder vote for business or other legal reasons, we will offer to redeem our public sharespursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and will file tender offer documentswith the SEC prior to completing our initial business combination which will contain substantially thesame financial and other information about our initial business combination and the redemption rights asis required under Regulation 14A under the Exchange Act. Whether or not we maintain our registrationunder the Exchange Act or our listing on

▲▲▲▲Nasdaq, we will provide our public stockholders with the

opportunity to redeem their public shares by one of the two methods listed above;

• Our initial business combination must occur with one or more businesses having an aggregate fair marketvalue of at least 80% of the assets held in the trust account (excluding the deferred underwritingcommissions and taxes payable on the income earned on the trust account) at the time of the agreement toenter into the initial business combination;

• If our stockholders approve an amendment to our amended and restated certificate of incorporation tomodify the substance or timing of our obligation to redeem 100% of our public shares if we do notcomplete our initial business combination within 24 months from the closing of this offering, or withrespect to any other material provisions relating to stockholders’ rights or pre-initial business combinationactivity, we will provide our public stockholders with the opportunity to redeem all or a portion of theirClass A common stock upon such approval at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, including interest (less amounts released to us to pay ourtaxes), divided by the number of then outstanding public shares, subject to the limitations describedherein; and

• We will not effectuate our initial business combination with another blank check company or a similarcompany with nominal operations.

Additionally, our amended and restated certificate of incorporation will provide that, prior to our initialbusiness combination, only holders of our Class B common stock will have the right to vote on the election ofdirectors and that holders of a majority of the outstanding shares of our Class B common stock may remove a

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member of the board of directors for any reason. These provisions of our amended and restated certificate ofincorporation may only be amended by holders of a majority of the outstanding shares of our Class B commonstock.

Our amended and restated certificate of incorporation will further provide that under no circumstances willwe redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001upon consummation of our initial business combination and after payment of deferred underwriter’s commission.

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate ofIncorporation and Bylaws

We will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers uponcompletion of this offering. This statute prevents certain Delaware corporations, under certain circumstances,from engaging in a “business combination” with:

• a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interestedstockholder”);

• an affiliate of an interested stockholder; or

• an associate of an interested stockholder, for three years following the date that the stockholder became aninterested stockholder.

›A “business combination” includes a merger or sale of more than 10% of our assets. However, the above

provisions of Section 203 do not apply if:

• our board of directors approves the transaction that made the stockholder an “interested stockholder,”prior to the date of the transaction;

• after the completion of the transaction that resulted in the stockholder becoming an interested stockholder,that stockholder owned at least 85% of our voting stock outstanding at the time the transactioncommenced, other than statutorily excluded shares of common stock; or

• on or subsequent to the date of the transaction, the initial business combination is approved by our boardof directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmativevote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Our authorized but unissued common stock and preferred stock are available for future issuances withoutstockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raiseadditional capital, acquisitions and employee benefit plans. The existence of authorized but unissued andunreserved common stock and preferred stock could render more difficult or discourage an attempt to obtaincontrol of us by means of a proxy contest, tender offer, merger or otherwise.

Our amended and restated certificate of incorporation will provide that prior to our initial businesscombination, holders of a majority of the outstanding shares of our Class B common stock will have the right toelect all of our directors and may remove members of our board of directors for any reason. As a result, prior toour initial business combination, it is unlikely that any person other than our sponsor will be able to gain controlof our board.

Exclusive Forum for Certain Lawsuits

Our amended and restated certificate of incorporation will require, unless we consent in writing to theselection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) anyaction asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our

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stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant toany provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any actionasserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may bebrought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court ofChancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdictionof the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court ofChancery within 10 days following such determination), (B) which is vested in the exclusive jurisdiction of acourt or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subjectmatter jurisdiction, or (D) in connection with any action arising under the Securities Act, as to which the Court ofChancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an actionis brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service ofprocess on such stockholder’s counsel. Notwithstanding the foregoing, our amended and restated certificate ofincorporation will provide that this exclusive forum provision will not apply to suits arising under the ExchangeAct or any other claim for which federal courts have exclusive jurisdiction.

Although we believe this provision benefits us by providing increased consistency in the application ofDelaware law in the types of lawsuits to which it applies, a court may determine that this provision isunenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuitsagainst our directors and officers, although our stockholders will not be deemed to have waived our compliancewith federal securities laws and the rules and regulations thereunder.

Special Meeting of Stockholders

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of ourboard of directors, by our Chief Executive Officer or by our Chairperson.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders,or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timelynotice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the companysecretary at our principal executive offices not later than the close of business on the 90th day nor earlier than theopening of business on the 120th day prior to the anniversary date of the immediately preceding annual meetingof stockholders. Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in our annual proxystatement must comply with the notice periods contained therein. Our bylaws also specify certain requirements asto the form and content of a stockholders’ meeting. These provisions may preclude our stockholders frombringing matters before our annual meeting of stockholders or from making nominations for directors at ourannual meeting of stockholders.

Action by Written Consent

Subsequent to the consummation of the offering, any action required or permitted to be taken by ourcommon stockholders must be effected by a duly called annual or special meeting of such stockholders and maynot be effected by written consent of the stockholders other than with respect to our Class B common stock.

Class B Common Stock Consent Right

For so long as any shares of Class B common stock remain outstanding, we may not, without the prior voteor written consent of the holders of a majority of the shares of Class B common stock then outstanding, votingseparately as a single class, amend, alter or repeal any provision of our amended and restated certificate ofincorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alteror change the powers, preferences or relative, participating, optional or other or special rights of the Class B

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common stock. Any action required or permitted to be taken at any meeting of the holders of Class B commonstock may be taken without a meeting, without prior notice and without a vote, if a consent or consents inwriting, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stockhaving not less than the minimum number of votes that would be necessary to authorize or take such action at ameeting at which all shares of Class B common stock were present and voted.

Securities Eligible for Future Sale

Immediately after this offering we will have 31,250,000 (or 35,937,500 if the underwriter’s over-allotmentoption is exercised in full) shares of common stock outstanding. Of these shares, the shares of Class A commonstock sold in this offering (25,000,000 shares of Class A common stock if the underwriter’s over-allotmentoption is not exercised and 28,750,000 shares of Class A common stock if the underwriter’s over-allotmentoption is exercised in full) will be freely tradable without restriction or further registration under the SecuritiesAct, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144under the Securities Act. All of the outstanding founder shares (6,250,000 founder shares if the underwriter’sover-allotment option is not exercised and 7,187,500 founder shares if the underwriter’s over-allotment option isexercised in full) and all of the outstanding private placement warrants (5

▲,500

▲▲▲,000

▲▲▲warrants if the underwriter’s

over-allotment option is not exercised and 6,000,000▲▲▲▲▲▲▲▲▲warrants if the underwriter’s over-allotment option is

exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions notinvolving a public offering. These shares will be subject to registration rights as described below under“—Registration Rights.”

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least sixmonths would be entitled to sell their securities provided that (i) such person is not deemed to have been one ofour affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to theExchange Act periodic reporting requirements for at least three months before the sale and have filed all requiredreports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we wererequired to file reports) preceding the sale.

Persons who have beneficially owned restricted shares or warrants for at least six months but who are ouraffiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additionalrestrictions, by which such person would be entitled to sell within any three-month period only a number ofsecurities that does not exceed the greater of:

• 1% of the total number of shares of common stock then outstanding, which will equal 312,500 sharesimmediately after this offering (or 359,375 shares if the underwriter exercises in full its over-allotmentoption); and

• the average weekly reported trading volume of the Class A common stock during the four calendar weekspreceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirementsand to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than businesscombination related shell companies) or issuers that have been at any time previously a shell company. However,Rule 144 also includes an important exception to this prohibition if the following conditions are met:

• the issuer of the securities that was formerly a shell company has ceased to be a shell company;

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• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the ExchangeAct;

• the issuer of the securities has filed all Exchange Act reports and material required to be filed, asapplicable, during the preceding 12 months (or such shorter period that the issuer was required to file suchreports and materials), other than Current Reports on Form 8-K; and

• at least one year has elapsed from the time that the issuer filed current Form 10 type information with theSEC reflecting its status as an entity that is not a shell company.

As a result of this exception, we expect that our initial stockholders, including our sponsor, and▲▲▲their

permitted transferees will be able to sell their founder shares and private placement warrants, as applicable,pursuant to Rule 144 without registration one year after we have completed our initial business combination.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of thisoffering, (ii) private placement warrants, which will be issued in a private placement simultaneously with theclosing of this offering and the shares of Class A common stock underlying such private placement warrants and(iii) private placement warrants that may be issued upon conversion of working capital loans will haveregistration rights to require us to register a sale of any of our securities held by them pursuant to a registrationrights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rightsagreement and assuming the underwriter exercises its over-allotment option in full and $1,500,000 of workingcapital loans are converted into private placement warrants, we will be obligated to register up to 14,020,833shares of Class A common stock and 7,000,000

▲▲▲▲▲▲▲▲▲warrants. The number of shares of Class A common stock

includes (i) 7,187,500 shares of Class A common stock to be issued upon conversion of the founder shares,(ii) 6,000,000

▲▲▲▲▲▲▲▲▲shares of Class A common stock underlying the private placement warrants and (iii) 1,000,000

shares of Class A common stock underlying the private placement warrants issued upon conversion of workingcapital loans. The number of warrants includes 6,000,000

▲▲▲▲▲▲▲▲▲▲private placement warrants issued in the private

placement and up to 1,000,000 private placement warrants issuable upon conversion of working capital loans.The holders of these securities are entitled to make up to three demands, excluding short form demands, that weregister such securities. In addition, the holders have certain “piggy-back” registration rights with respect toregistration statements filed subsequent to our completion of our initial business combination. We will bear theexpenses incurred in connection with the filing of any such registration statements (other than underwritingdiscounts and selling commissions). The registration rights agreement will not provide for any maximum cashpenalties nor any penalties connected with delays in registering the company’s common stock.

Listing of Securities

We▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲have applied to list our units on

▲▲▲▲Nasdaq under the symbol “

▲▲▲▲▲MLNCU” commencing on or promptly after

the date of this prospectus. We cannot guarantee that our securities will be approved for listing on▲▲▲▲Nasdaq. Once

the securities comprising the units begin separate trading, we expect that the Class A common stock and warrantswill be listed on

▲▲▲▲Nasdaq under the symbols “

▲▲▲▲▲MLNC” and “

▲▲▲▲▲MLNCW,” respectively.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain material U.S. federal income tax consequences of the acquisition,ownership and disposition of our units, shares of Class A common stock and warrants, which we refer tocollectively as our securities. Because the components of a unit (consisting of one share of our Class A commonstock and one-third of one warrant) are separable at the option of the holder, the holder of a unit generally shouldbe treated, for U.S. federal income tax purposes, as the owner of the underlying Class A common stock andone-third of one redeemable warrant components of the unit, as the case may be. As a result, the discussionbelow with respect to actual holders of Class A common stock and warrants should also apply to holders of units(as the deemed owners of the underlying Class A common stock and warrants that comprise the units). Thisdiscussion applies only to securities that are held as capital assets for U.S. federal income tax purposes, isapplicable only to holders who purchased units in this offering and assumes any distributions on our Class Acommon stock will be paid in U.S. dollars.

This discussion is a summary only and does not describe all of the tax consequences that may be relevant toyou in light of your particular circumstances, including but not limited to the alternative minimum tax, theMedicare tax on certain investment income and the different consequences that may apply if you are subject tospecial rules that apply to certain types of investors, including but not limited to:

• financial institutions or financial services entities;

• broker-dealers;

• governments or agencies or instrumentalities thereof;

• regulated investment companies;

• real estate investment trusts;

• expatriates or former long-term residents of the U.S.;

• persons that actually or constructively own five percent or more (by vote or value) of our shares;

• insurance companies;

• dealers or traders subject to a mark-to-market method of accounting with respect to the securities;

• persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;

• U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

• partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial ownersof such entities;

• tax-exempt entities;

• persons that acquired our securities pursuant to an exercise of employee share options, in connection withemployee share incentive plans or otherwise as compensation or in connection with services; and

• our sponsor, founders, officers or directors.

If you are a partnership or other pass-through entity (or other entity or arrangement treated as a partnershipor pass-through entity) for U.S. federal income tax purposes, the U.S. federal income tax treatment of yourpartners or other owners will generally depend on the status of the partners (or other owners) and your activities.If you are a partner (or other owner) of a partnership or other pass-through entity that acquires our securities, youare urged to consult your tax advisor regarding the tax consequences of acquiring, owning and disposing of oursecurities.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), andadministrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of

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the date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of whichsubsequent to the date of this prospectus may affect the tax consequences described herein. This discussion doesnot address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes(such as gift and estate taxes).

We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) as to anyU.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and itsdetermination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations,administrative rulings or court decisions will not adversely affect the accuracy of the statements in thisdiscussion. You are urged to consult your tax advisor with respect to the application of the U.S. federal tax lawsto your particular situation, as well as any tax consequences arising under the laws of any state, local or foreignjurisdiction.

Personal Holding Company Status

We could be subject to a second level of U.S. federal income tax on a portion of our income if we aredetermined to be a personal holding company for U.S. federal income tax purposes (a “PHC”). A U.S.corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if(i) at any time during the last half of such taxable year, five or fewer individuals (without regard to theircitizenship or residency and including as individuals for this purpose certain entities such as certain tax-exemptorganizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructiveownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’sadjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable yearconsists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and,under certain circumstances, rents).

At least 60% of our adjusted ordinary gross income may consist of PHC income, depending on the date andsize of our initial business combination. In addition, depending on the concentration of our stock in the hands ofindividuals, including the members of our sponsor and certain tax-exempt organizations, pension funds andcharitable trusts, more than 50% of our stock may be owned or deemed owned (pursuant to the constructiveownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that wewill not be a PHC following this offering or in the future. If we are or were to become a PHC in a given taxableyear, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, whichgenerally includes our taxable income, subject to certain adjustments.

Allocation of Purchase Price and Characterization of a Unit

No statutory, administrative or judicial authority directly addresses the treatment of a unit or instrumentssimilar to a unit for U.S. federal income tax purposes and, therefore, such treatment is not entirely clear. Theacquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one share of ourClass A common stock and one-third of one warrant to acquire one share of our Class A common stock. Weintend to treat the acquisition of a unit in this manner and, by purchasing a unit, you agree to adopt suchtreatment for U.S. federal income tax purposes. For U.S. federal income tax purposes, each holder of a unit mustallocate the purchase price paid by such holder for such unit between the one share of Class A common stock andthe one-third of one warrant based on the relative fair market value of each at the time of issuance. Under U.S.federal income tax law, each investor must make his or her own determination of such value based on all therelevant facts and circumstances. Therefore, we strongly urge each investor to consult his or her tax adviserregarding the determination of value for these purposes. The price allocated to each share of Class A commonstock and the one-third of one warrant should be the stockholder’s initial tax basis in such share or one-third ofone warrant, as the case may be. Any disposition of a unit should be treated for U.S. federal income tax purposesas a disposition of the share of Class A common stock and one-third of one warrant comprising the unit, and theamount realized on the disposition should be allocated between the Class A common stock and the one-third of

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one warrant based on their respective relative fair market values at the time of disposition (as determined by eachsuch unit holder based on all the relevant facts and circumstances). The separation of shares of Class A commonstock and warrants comprising units should not be a taxable event for U.S. federal income tax purposes.

The foregoing treatment of the units, shares of Class A common stock and warrants and a holder’s purchaseprice allocation are not binding on the IRS or the courts. Because there are no authorities that directly addressinstruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with thecharacterization described above or the discussion below. Accordingly, each prospective investor is urged toconsult its own tax advisors regarding the tax consequences of an investment in a unit (including alternativecharacterizations of a unit). The balance of this discussion assumes that the characterization of the unitsdescribed above is respected for U.S. federal income tax purposes.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our units,shares of Class A common stock or warrants who or that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized inor under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is includible in gross income for U.S. federal income tax purposesregardless of its source; or

• a trust, if (i) a court within the United States is able to exercise primary supervision over theadministration of the trust and one or more U.S. persons (as defined in the Code) have authority to controlall substantial decisions of the trust or (ii) it has a valid election in effect under Treasury regulations to betreated as a U.S. person.

Taxation of Distributions. If we pay distributions in cash or other property (other than certaindistributions of our stock or rights to acquire our stock) to U.S. holders of shares of our Class A common stock,such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid fromour current or accumulated earnings and profits, as determined under U.S. federal income tax principles.Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that willbe applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our Class A commonstock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class Acommon stock and will be treated as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange orOther Taxable Disposition of Class A Common Stock and Warrants” below.

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividendsreceived deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limitedto, dividends treated as investment income for purposes of investment interest deduction limitations), andprovided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder mayconstitute “qualified dividends” that will be subject to tax at the applicable tax rate accorded to long-term capitalgains. It is unclear whether the redemption rights with respect to the Class A common stock described in thisprospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect tothe dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be,during the period in which the U.S. holder has redemption rights with respect to the Class A common stock (i.e.,the period prior to the consummation of our initial business combination). If the holding period requirements arenot satisfied, then a corporation may not be able to qualify for the dividends received deduction and would havetaxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on suchdividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividendincome.

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Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock andWarrants. Upon a sale, taxable exchange or other taxable disposition of our Class A common stock or warrantswhich, in general, would include a redemption of Class A common stock or warrants that is treated as a sale ofsuch securities as described below, and including as a result of a dissolution and liquidation in the event we donot consummate an initial business combination within the required time period, a U.S. holder generally willrecognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S.holder’s adjusted tax basis in the Class A common stock or warrants. Any such capital gain or loss generally willbe long-term capital gain or loss if the U.S. holder’s holding period for the Class A common stock or warrants sodisposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the Class Acommon stock described in this prospectus may suspend the running of the applicable holding period for thispurpose during the period in which the U.S. holder has redemption rights with respect to the Class A commonstock (i.e., the period prior to the consummation of our initial business combination). If the running of theholding period for the Class A common stock is suspended during such period, then any gain that a U.S. holderrecognizes upon a sale or other taxable disposition of Class A common stock prior to the date that is one year andone day after the expiration of such holder’s redemption right would not be treated as long-term capital gain andwould be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S.holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount realized by a U.S. holder is the sum of the amount of cash and the fair market valueof any property received in such disposition (or, if the Class A common stock or warrants are held as part of unitsat the time of the disposition, the portion of the amount realized on such disposition that is allocated to theClass A common stock or the warrants based upon the then fair market values of the Class A common stock andthe warrants constituting the units) and a U.S. holder’s adjusted tax basis in its Class A common stock orwarrants generally will equal the U.S. holder’s acquisition cost (that is, as discussed above, the portion of thepurchase price of a unit allocated to a share of Class A common stock or one-third of one warrant or, as discussedbelow, the U.S. holder’s initial tax basis for Class A common stock received upon exercise of warrants) less, inthe case of a share of Class A common stock, any prior distributions treated as a return of capital.

Redemption of Class A Common Stock. In the event that a U.S. holder’s Class A common stock isredeemed pursuant to the redemption provisions described in this prospectus under the section of this prospectusentitled “Description of Securities—Common Stock” or if we purchase a U.S. holder’s Class A common stock inan open market transaction (such open market purchase of Class A common stock by us is referred to as a“redemption” for the remainder of this discussion), the treatment of the transaction for U.S. federal income taxpurposes will depend on whether the redemption qualifies as a sale of the Class A common stock underSection 302 of the Code. If the redemption qualifies as a sale of common stock, the U.S. holder will be treated asdescribed under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition ofClass A Common Stock and Warrants” above. If the redemption does not qualify as a sale of common stock, theU.S. holder will be treated as receiving a corporate distribution with the tax consequences described above under“U.S. Holders—Taxation of Distributions.” Whether a redemption qualifies for sale treatment will dependlargely on the total number of shares of our stock treated as held by the U.S. holder (including any stockconstructively owned by the U.S. holder—for example, as a result of owning warrants) relative to all of ourshares outstanding both before and after the redemption. The redemption of Class A common stock generally willbe treated as a sale of the Class A common stock (rather than as a corporate distribution) if the redemption (i) is“substantially disproportionate” with respect to the U.S. holder, (ii) results in a “complete termination” of theU.S. holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder.These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not onlystock actually owned by the U.S. holder, but also shares of our stock that are constructively owned by it. A U.S.holder may constructively own, in addition to stock owned directly, stock owned by certain related individualsand entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as anystock the U.S. holder has a right to acquire by exercise of an option, which would generally include Class A

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common stock which could be acquired pursuant to the exercise of the warrants. In order to meet thesubstantially disproportionate test, the percentage of our outstanding voting stock actually and constructivelyowned by the U.S. holder immediately following the redemption of Class A common stock must, among otherrequirements, be less than 80% of the percentage of our outstanding voting stock actually and constructivelyowned by the U.S. holder immediately before the redemption. Prior to our initial business combination, theClass A common stock might not be treated as voting stock for this purpose and, consequently, this substantiallydisproportionate test may not be applicable. There will be a complete termination of a U.S. holder’s interest ifeither (i) all of the shares of our stock actually and constructively owned by the U.S. holder are redeemed or(ii) all of the shares of our stock actually owned by the U.S. holder are redeemed and the U.S. holder is eligible towaive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain familymembers and the U.S. holder does not constructively own any other shares of our stock. The redemption of theClass A common stock will not be essentially equivalent to a dividend if the redemption or purchase by us resultsin a “meaningful reduction” of the U.S. holder’s proportionate interest in us. Whether the redemption will resultin a meaningful reduction in a U.S. holder’s proportionate interest in us will depend on the particular facts andcircumstances. However, the IRS has indicated in a published ruling that even a small reduction in theproportionate interest of a small minority stockholder in a publicly held corporation who exercises no controlover corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its owntax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distributiontaxed as described under “U.S. Holders—Taxation of Distributions,” above. After the application of those rules,any remaining tax basis of the U.S. holder in the redeemed Class A common stock will be added to the U.S.holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder’s adjusted tax basis in itswarrants or possibly in other stock constructively owned by it.

Exercise, Lapse or Redemption of a Warrant. Except as discussed below with respect to the cashlessexercise of a warrant, a U.S. holder generally will not recognize taxable gain or loss on the acquisition ofcommon stock upon exercise of a warrant for cash. The U.S. holder’s tax basis in the share of our Class Acommon stock received upon exercise of the warrant generally will be an amount equal to the sum of the U.S.holder’s initial investment in the warrant (i.e., the portion of the U.S. holder’s purchase price for units that isallocated to the warrant, as described above under “—Allocation of Purchase Price and Characterization of aUnit”) and the exercise price. It is unclear whether the U.S. holder’s holding period for the Class A commonstock received upon exercise of the warrants will begin on the date following the date of exercise or on the dateof exercise of the warrants; in either case, the holding period will not include the period during which the U.S.holder held the warrants. If a warrant is allowed to lapse unexercised, a U.S. holder generally will recognize acapital loss equal to such holder’s tax basis in the warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashlessexercise may be tax-free, either because the exercise is not a realization event or because the exercise is treated asa recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. holder’s tax basis in theClass A common stock received would equal the holder’s tax basis in the warrants exercised therefor. If thecashless exercise were treated as not being a realization event (and not a recapitalization), it is unclear whether aU.S. holder’s holding period in the Class A common stock would be treated as commencing on the datefollowing the date of exercise or on the date of exercise of the warrant; in either case, the holding period wouldnot include the period during which the U.S. holder held the warrants. If the cashless exercise were treated as arecapitalization, the holding period of the Class A common stock would include the holding period of thewarrants exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or losswould be recognized. In such event, a U.S. holder would recognize gain or loss with respect to the portion of thewarrants (the “surrendered warrants”) treated as surrendered to pay the exercise price of the remaining warrants(the “exercised warrants”). The U.S. holder would recognize capital gain or loss in an amount equal to the

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difference between the fair market value of the surrendered warrants and the U.S. holder’s tax basis in suchwarrants. In this case, a U.S. holder’s tax basis in the Class A common stock received would equal the sum of theU.S. holder’s initial tax basis in the exercised warrants and the fair market value of the surrendered warrants. It isunclear whether a U.S. holder’s holding period for the Class A common stock would commence on the datefollowing the date of exercise or on the date of exercise of the warrant; in either case, the holding period wouldnot include the period during which the U.S. holder held the warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, includingwhen a U.S. holder’s holding period would commence with respect to the Class A common stock received, therecan be no assurance which, if any, of the alternative tax consequences and holding periods described abovewould be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisorsregarding the tax consequences of a cashless exercise.

If we redeem warrants for cash pursuant to the redemption provisions described in the section of thisprospectus entitled “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants” or if wepurchase warrants in an open market transaction, such redemption or purchase generally will be treated as ataxable disposition to the U.S. holder, taxed as described above under “—Gain or Loss on Sale, TaxableExchange or Other Taxable Disposition of Class A Common Stock and Warrants.”

If we give notice of an intention to redeem warrants for $0.10 as described in the section of this prospectusentitled “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Redemption ofwarrants when the price per share of Class A common stock equals or exceeds $10.00,” and a U.S. holderexercises its warrant on a cashless basis and receives the amount of Class A common stock as determined byreference to the table set forth thereunder, we intend to treat such exercise as a redemption of warrants forClass A common stock for U.S. federal income tax purposes. Such redemption should be treated as a“recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Accordingly, a U.S. holder should notrecognize any gain or loss on the redemption of warrants for shares of our Class A common stock. A U.S.holder’s aggregate tax basis in the shares of Class A common stock received in the redemption generally shouldequal the U.S. holder’s aggregate tax basis in the warrants redeemed, and the holding period for the shares ofClass A common stock received in redemption of the warrants should include the U.S. holder’s holding periodfor the warrants surrendered. However, there is some uncertainty regarding this tax treatment and it is possiblesuch a redemption could be treated in part as a taxable exchange in which gain or loss would be recognized in amanner similar to that discussed above for a cashless exercise of warrants or otherwise characterized.Accordingly, a U.S. holder is urged to consult its tax advisor regarding the tax consequences of a redemption ofwarrants for shares of Class A common stock.

Possible Constructive Distributions. The terms of each warrant provide for an adjustment to the numberof shares of common stock for which the warrant may be exercised or to the exercise price of the warrant incertain events, as discussed in the section of this prospectus entitled “Description of Securities—RedeemableWarrants—Public Stockholders’ Warrants.” An adjustment which has the effect of preventing dilution generallyis not taxable. The U.S. holders of the warrants would, however, be treated as receiving a constructivedistribution from us if, for example, the adjustment to the number of such shares or to such exercise priceincreases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through anincrease in the number of shares of common stock that would be obtained upon exercise or through a decrease inthe exercise price of the warrant) as a result of a distribution of cash or other property, such as other securities, tothe holders of shares of our common stock, or as a result of the issuance of a stock dividend to holders of sharesof our common stock, in each case which is taxable to the holders of such shares as a distribution. Suchconstructive distribution would be subject to tax as described under “U.S. Holders—Taxation of Distributions” inthe same manner as if the U.S. holders of the warrants received a cash distribution from us equal to the fairmarket value of such increased interest.

Information Reporting and Backup Withholding. In general, information reporting requirements mayapply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our units, shares of

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Class A common stock and warrants, unless the U.S. holder is an exempt recipient. Backup withholding mayapply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification ofexempt status or has been notified by the IRS that it is subject to backup withholding (and such notification hasnot been withdrawn).

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against aU.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Non-U.S. Holders

This section applies to you if you are a “Non-U.S. holder.” As used herein, the term “Non-U.S. holder”means a beneficial owner of our units, Class A common stock or warrants who or that is for U.S. federal incometax purposes:

• a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S.tax as expatriates);

• a foreign corporation; or

• an estate or trust that is not a U.S. holder;

but generally does not include an individual who is present in the U.S. for 183 days or more in the taxable year ofdisposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal incometax consequences of the acquisition, ownership and sale or other disposition of our securities.

Taxation of Distributions. In general, any distributions we make to a Non-U.S. holder of shares of ourClass A common stock, to the extent paid out of our current or accumulated earnings and profits (as determinedunder U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes.Provided such dividends are not effectively connected with the Non-U.S. holder’s conduct of a trade or businesswithin the United States (and are not attributable to a U.S. permanent establishment under an applicable treaty),we or the applicable withholding agent will be required to withhold tax from the gross amount of the dividend ata rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicableincome tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS FormW-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but notbelow zero) the Non-U.S. holder’s adjusted tax basis in its shares of our Class A common stock and, to the extentsuch distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or otherdisposition of the Class A common stock, which will be treated as described under “Non-U.S. Holders—Gain onSale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants” below. Inaddition, if we or the applicable withholding agent determine that we are likely to be classified as a “U.S. realproperty holding corporation” (see “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other TaxableDisposition of Class A Common Stock and Warrants” below), we or the applicable withholding agent willwithhold 15% of any distribution that exceeds our current and accumulated earnings and profits.

Dividends (including constructive dividends) that we pay to a Non-U.S. holder that are effectivelyconnected with such Non-U.S. holder’s conduct of a trade or business within the United States (or if a tax treatyapplies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder) willgenerally not be subject to U.S. withholding tax, provided such Non-U.S. holder complies with certaincertification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, the effectivelyconnected dividends will be subject to regular U.S. income tax as if the Non-U.S. holder were a U.S. resident,subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectivelyconnected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or alower treaty rate).

Exercise, Lapse or Redemption of a Warrant. The U.S. federal income tax treatment of a Non-U.S.holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. holder, generally will correspond to

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the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under“U.S. Holders—Exercise, Lapse or Redemption of a Warrant” above, although to the extent a cashless exerciseresults in a taxable exchange, the consequences would be similar to those described below in “Non-U.S.Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock andWarrants.”

The U.S. federal income tax treatment for a Non-U.S. holder of a redemption of warrants for cash describedin the section of this prospectus entitled “Description of Securities—Redeemable Warrants—PublicStockholders’ Warrants” (or if we purchase warrants in an open market transaction) would be similar to thatdescribed below in “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition ofClass A Common Stock and Warrants.”

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock andWarrants. A Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respectof gain recognized on a sale, taxable exchange or other taxable disposition of our Class A common stock, whichwould include a dissolution and liquidation in the event we do not complete an initial business combinationwithin 24 months from the closing of this offering, or warrants (including an expiration or redemption of ourwarrants), in each case without regard to whether those securities were held as part of a unit, unless:

• the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within theUnited States (and, under certain income tax treaties, is attributable to a United States permanentestablishment or fixed base maintained by the Non-U.S. holder); or

• we are or have been a “United States real property holding corporation” for U.S. federal income taxpurposes at any time during the shorter of the five-year period ending on the date of disposition or theperiod that the Non-U.S. holder held our Class A common stock, and, in the case where shares of ourClass A common stock or warrants (as the case may be) are regularly traded on an established securitiesmarket, the Non-U.S. holder has owned, directly or constructively, more than 5% of our Class A commonstock or warrants (as the case may be) at any time within the shorter of the five-year period preceding thedisposition or such Non-U.S. holder’s holding period for the shares of our Class A common stock orwarrants (as the case may be). There can be no assurance that our Class A common stock or warrants willbe treated as regularly traded on an established securities market for this purpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subjectto tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. Anygains described in the first bullet point above of a Non-U.S. holder that is a foreign corporation may also besubject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).

If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale,exchange or other disposition of our Class A common stock or warrants will be subject to tax at generallyapplicable U.S. federal income tax rates. In addition, if our Class A common stock will not be treated as regularlytraded on an established securities market, then a buyer of our Class A common stock or warrants from suchholder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon suchdisposition. We cannot determine whether we will be a “United States real property holding corporation” in thefuture until we complete an initial business combination. We will be classified as a United States real propertyholding corporation if the fair market value of our “United States real property interests” equals or exceeds 50%of the sum of the fair market value of our worldwide real property interests plus our other assets used or held foruse in a trade or business, as determined for U.S. federal income tax purposes.

Redemption of Class A Common Stock. The characterization for U.S. federal income tax purposes of theredemption of a Non-U.S. holder’s Class A common stock pursuant to the redemption provisions described in thesection of this prospectus entitled “Description of Securities—Common Stock” generally will correspond to theU.S. federal income tax characterization of such a redemption of a U.S. holder’s Class A common stock, as

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described under “U.S. Holders—Redemption of Class A Common Stock” above, and the consequences of theredemption to the Non-U.S. holder will be as described above under “Non-U.S. holders—Taxation ofDistributions” and “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition ofClass A Common Stock and Warrants,” as applicable.

Possible Constructive Distributions. The terms of each warrant provide for an adjustment to the numberof shares of Class A common stock for which the warrant may be exercised or to the exercise price of the warrantin certain events, as discussed in the section of this prospectus captioned “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants.” An adjustment which has the effect of preventingdilution is generally not a taxable event. Nevertheless, a Non-U.S. holder of warrants would be treated asreceiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionateinterest in our assets or earnings and profits (e.g., through an increase in the number of shares of Class Acommon stock that would be obtained upon exercise or through a decrease in the exercise price of the warrant) asa result of a distribution of cash or other property, such as other securities, to the holders of shares of our Class Acommon stock, or as a result of the issuance of a stock dividend to holders of shares of our common stock, ineach case which is taxable to such holders as a distribution. Any constructive distribution received by a Non-U.S.holder would be subject to U.S. federal income tax (including any applicable withholding) in the same manner asif such Non-U.S. holder received a cash distribution from us equal to the fair market value of such increasedinterest without any corresponding receipt of cash.

Information Reporting and Backup Withholding. Information returns will be filed with the IRS inconnection with payments of dividends and the proceeds from a sale or other disposition of our units, shares ofClass A common stock and warrants. A Non-U.S. holder may have to comply with certification procedures toestablish that it is not a United States person in order to avoid information reporting and backup withholdingrequirements. The certification procedures required to claim a reduced rate of withholding under a treaty willsatisfy the certification requirements necessary to avoid the backup withholding as well. The amount of anybackup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S.federal income tax liability and may entitle such holder to a refund, provided that the required information istimely furnished to the IRS.

FATCA Withholding Taxes. Provisions commonly referred to as “FATCA” impose withholding of 30%on payments of dividends (including constructive dividends) on our Class A common stock to “foreign financialinstitutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certainother non-U.S. entities unless various U.S. information reporting and due diligence requirements (generallyrelating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or anexemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS FormW-8BEN-E). The IRS has issued proposed regulations (on which taxpayers may rely until final regulations areissued) that provide that these withholding requirements would generally not apply to gross proceeds from salesor other dispositions of our units, shares of Class A common stock and warrants. Foreign financial institutionslocated in jurisdictions that have an intergovernmental agreement with the United States governing FATCA maybe subject to different rules. Under certain circumstances, a Non-U.S. holder might be eligible for refunds orcredits of such withholding taxes, and a Non-U.S. holder might be required to file a U.S. federal income taxreturn to claim such refunds or credits. Prospective investors should consult their tax advisors regarding theeffects of FATCA on their investment in our securities.

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VDI-W7-PFL-260121.7.8.0

UNDERWRITING

Citigroup Global Markets Inc. is acting as sole book-running manager of this offering. Subject to the termsand conditions of the underwriting agreement, the underwriter, has agreed to purchase from us on a firmcommitment basis the following respective number of units at a public offering price less the underwritingdiscounts and commissions set forth on the cover page of this prospectus.

UnderwriterNumber of

Units

Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000

The underwriting agreement provides that the obligations of the underwriter to purchase the units includedin this offering are subject to approval of legal matters by counsel and to other conditions. The underwriter isobligated to purchase all of the units (other than those covered by the over-allotment option described below) ifthey purchase any of the units.

Units sold by the underwriter to the public will initially be offered at the initial public offering price setforth on the cover of this prospectus. If all of the units are not sold at the initial offering price, the underwritermay change the offering price and the other selling terms. Citigroup Global Markets Inc. has advised us that theunderwriter does not intend to make sales to discretionary accounts.

We estimate that our out-of-pocket expenses for this offering will be approximately $▲▲800,000, excluding

underwriting discounts and commissions. We have agreed to pay for the FINRA-related fees and expenses of theunderwriter’s legal counsel, not to exceed $25,000.

We have granted to the underwriter an option, exercisable for 45 days from the date of this prospectus, topurchase up to 3,750,000 additional units at the public offering price less the underwriting discount if theunderwriter sells more units than the total number set forth in the table above. The underwriter may exercise thisoption solely for the purpose of covering over-allotments, if any, in connection with this offering. Any unitsissued or sold under the option will be issued and sold on the same terms and conditions as the other units thatare the subject of this offering.

We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date ofthis prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc., offer,sell, contract to sell, grant any option to sell (including any short sale), pledge, transfer, establish an open “putequivalent option” within the meaning of 16a-1(b) under the Exchange Act, pledge or otherwise dispose of,directly or indirectly, or hedge any units, warrants, Class A common stock or any other securities convertibleinto, or exercisable, or exchangeable for, Class A common stock currently or hereafter owned either of record orbeneficially, or publicly announce an intention to do any of the foregoing; provided, however, that we may(1) issue and sell the private placement warrants, (2) issue and sell the additional units to cover our underwriter’sover-allotment option (if any), (3) register with the SEC pursuant to an agreement to be entered into concurrentlywith the issuance and sale of the securities in this offering, the resale of the private placement warrants andClass A common stock issuable upon exercise of the warrants and the founder shares and (4) issue securities inconnection with an initial business combination. Citigroup Global Markets Inc. may in its discretion unanimouslyrelease any of the securities subject to these lock-up agreements at any time without notice.

Our sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of:(i) one year after the completion of our initial business combination and (ii) the date on which we complete aliquidation, merger, capital stock exchange or other similar transaction after our initial business combination thatresults in all of our stockholders having the right to exchange their Class A common stock for cash, securities orother property, except to certain permitted transferees and under certain circumstances as described herein under

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VDI-W7-PFL-190121.7.8.0

“Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants.” Subject to certainlimited exceptions, any permitted transferees will be subject to the same restrictions and other agreements of oursponsor, with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our Class Acommon stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day periodcommencing at least 120 days after our initial business combination, the founder shares will be released from thelock-up.

The private placement warrants (including the Class A common stock issuable upon exercise thereof) willnot be transferable, assignable or salable until the date that is 30 days after the date we complete our initialbusiness combination, except that, among other limited exceptions as described under “Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants,” Transfers can be made to our officers anddirectors and other persons or entities affiliated with our sponsor.

Prior to this offering, there has been no public market for our securities. Consequently, the initial publicoffering price for the units was determined by negotiations between us and the underwriter.

The determination of our per unit offering price was more arbitrary than would typically be the case if wewere an operating company. Among the factors considered in determining the initial public offering price werethe history and prospects of companies whose principal business is the acquisition of other companies, priorofferings of those companies, our management, our capital structure, and currently prevailing general conditionsin equity securities markets, including current market valuations of publicly traded companies consideredcomparable to our company. However, we cannot assure you that the price at which the units, Class A commonstock or warrants will sell in the public market after this offering will not be lower than the initial public offeringprice or that an active trading market in our units, Class A common stock or warrants will develop and continueafter this offering.

We▲▲▲▲▲▲▲▲▲▲▲▲▲▲▲have applied to have our units approved for listing on

▲▲▲▲▲▲▲Nasdaq under the symbol “

▲▲▲▲MLNCU” and, once

the Class A common stock and warrants begin separate trading, to have our Class A common stock and warrantslisted on

▲▲▲▲▲▲▲▲Nasdaq under the symbols “

▲▲▲▲MLNC” and “

▲▲▲▲MLNCW,” respectively.

The following table shows the underwriting discounts and commissions that we are to pay to the underwriterin connection with this offering. These amounts are shown assuming both no exercise and full exercise of theunderwriter’s over-allotment option.

NoExercise

FullExercise

Per unit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.55Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,750,000 $ 15,812,500

(1) Includes $0.35 per unit, or $8,750,000 (or $10,062,500 if the option to purchase additional units is exercisedin full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in atrust account located in the United States as described herein. The deferred commissions will be released tothe underwriter only on completion of an initial business combination, in an amount equal to $0.35multiplied by the number of shares of Class A common stock sold as part of the units in this offering, asdescribed in this prospectus.

If we do not complete our initial business combination within 24 months from the closing of this offering,the trustee and the underwriter have agreed that: (1) the underwriter will forfeit any rights or claims to itsdeferred underwriting discounts and commissions, including any accrued interest thereon, then in the trustaccount; and (2) the deferred underwriter’s discounts and commissions will be distributed on a pro rata basis,together with any accrued interest thereon (which interest shall be net of taxes payable) to the publicstockholders.

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VDI-W7-PFL-260121.7.8.0

In connection with the offering, the underwriter may purchase and sell units in the open market. Purchasesand sales in the open market may include short sales, purchases to cover short positions, which may includepurchases pursuant to the over-allotment option, and stabilizing purchases.

• Short sales involve secondary market sales by the underwriter of a greater number of units than it isrequired to purchase in the offering.

• “Covered” short sales are sales of units in an amount up to the number of units represented by theunderwriter’s over-allotment option.

• “Naked” short sales are sales of units in an amount in excess of the number of units represented by theunderwriter’s over-allotment option.

• Covering transactions involve purchases of units either pursuant to the over-allotment option or in theopen market after the distribution has been completed in order to cover short positions.

• To close a naked short position, the underwriter must purchase units in the open market after thedistribution has been completed. A naked short position is more likely to be created if the underwriter isconcerned that there may be downward pressure on the price of the units in the open market after pricingthat could adversely affect investors who purchase in the offering.

• To close a covered short position, the underwriter must purchase units in the open market after thedistribution has been completed or must exercise the over-allotment option. In determining the source ofunits to close the covered short position, the underwriter will consider, among other things, the price ofunits available for purchase in the open market as compared to the price at which they may purchase unitsthrough the over-allotment option.

• Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed aspecified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriterfor its own account, may have the effect of preventing or retarding a decline in the market price of the units.They may also cause the price of the units to be higher than the price that would otherwise exist in the openmarket in the absence of these transactions. The underwriter may conduct these transactions in theover-the-counter market or otherwise. If the underwriter commences any of these transactions, it may discontinuethem at any time.

We estimate that the total expenses of this offering payable by us will be $▲▲800,000, excluding underwriting

discounts and commissions.

We have agreed to indemnify the underwriter against certain liabilities, including liabilities under theSecurities Act, or to contribute to payments the underwriter may be required to make because of any of thoseliabilities.

We are not under any contractual obligation to engage the underwriter to provide any services for us afterthis offering, and have no present intent to do so but we may do so at our discretion. However, the underwritermay introduce us to potential target businesses, provide financial advisory services to us in connection with abusiness combination or assist us in raising additional capital in the future, including by acting as a placementagent in a private offering or underwriting or arranging debt financing. If the underwriter provides services to usafter this offering, we may pay the underwriter fair and reasonable fees that would be determined at that time inan arm’s length negotiation, and we may pay the underwriter of this offering or any entity with which they areaffiliated a finder’s fee or other compensation for services rendered to us in connection with the completion of abusiness combination. Any fees we may pay the underwriter or its affiliates for services rendered to us after thisoffering may be contingent on the completion of a business combination and may include non-cashcompensation. The underwriter or its affiliates that provide these services to us may have a potential conflict ofinterest given that the underwriter is entitled to the deferred portion of its underwriting compensation for thisoffering only if an initial business combination is completed within the specified timeframe.

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In addition, in the ordinary course of their business activities, the underwriter and its affiliates may make orhold a broad array of investments and actively trade debt and equity securities (or related derivative securities)and financial instruments (including bank loans) for their own account and for the accounts of their customers.Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Theunderwriter and its affiliates may also make investment recommendations and/or publish or express independentresearch views in respect of such securities or financial instruments and may hold, or recommend to clients thatthey acquire, long and/or short positions in such securities and instruments.

Notice to Prospective Investors in Canada

The units may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that areaccredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) ofthe Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 RegistrationRequirements, Exemptions and Ongoing Registrant Obligations. Any resale of the units must be made inaccordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation,provided that the remedies for rescission or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to anyapplicable provisions of the securities legislation of the purchaser’s province or territory for particulars of theserights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, theunderwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.

Notice to Prospective Investors in the European Economic Area

The units are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, aretail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) ofDirective 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU)2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional clientas defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by Regulation(EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the units or otherwise makingthem available to retail investors in the EEA has been prepared and therefore offering or selling the units orotherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.This prospectus has been prepared on the basis that any offer of units in any Member State of the EEA will bemade pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus foroffers of units. This prospectus is not a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

The units are not intended to be offered, sold or otherwise made available to and should not be offered, soldor otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investormeans a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018(“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution

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Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1)of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualifiedinvestor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of theEUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms partof domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the units orotherwise making them available to retail investors in the United Kingdom has been prepared and thereforeoffering or selling the units or otherwise making them available to any retail investor in the United Kingdom maybe unlawful under the UK PRIIPs Regulation.

In addition, in the United Kingdom, this prospectus is being distributed only to, and is directed only at, andany offer subsequently made may only be directed at (i) persons who are outside the United Kingdom,(ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (as amended, the “Order”), and/or (iii) high net worth companies, and otherpersons to whom it may otherwise be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order(all such persons together being referred to as “relevant persons”). This prospectus and any of its contents mustnot be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the UnitedKingdom, any investment or investment activity to which this prospectus relates is only available to, and will beengaged in only with, relevant persons.

Notice to Prospective Investors in Germany

This prospectus has not been prepared in accordance with the requirements for a securities or salesprospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German SalesProspectus Act (Verkaufsprospektgesetz), or the German Investment Act (Investmentgesetz). Neither the GermanFederal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht-BaFin) norany other German authority has been notified of the intention to distribute our common stock in Germany.Consequently, the units may not be distributed in Germany by way of public offering, public advertisement or inany similar manner and this prospectus and any other document relating to this offering, as well as information orstatements contained therein, may not be supplied to the public in Germany or used in connection with any offerfor subscription of the units to the public in Germany or any other means of public marketing. The common stockmay be offered and sold in Germany only to qualified investors which are referred to in Section 3 paragraph 2no. 1, in connection with Section 2 no. 6, of the German Securities Prospectus Act, Section 8(f) paragraph 2 no. 4of the German Sales Prospectus Act, and in Section 2 paragraph 11 sentence 2 no. 1 of the German InvestmentAct. This prospectus is strictly for use of the person who has received it. It may not be forwarded to other personsor published in Germany.

Notice to Prospective Investors in Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange(“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has beenprepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of theSwiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX ListingRules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

Neither this document nor any other offering or marketing material relating to the units or the offering maybe publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any otheroffering or marketing material relating to the offering, the company or the units has been or will be filed with orapproved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer ofunits will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and theoffer of units has not been and will not be authorized under the Swiss Federal Act on Collective InvestmentSchemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemesunder the CISA does not extend to acquirers of units.

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Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the units described in this prospectus hasbeen submitted to the clearance procedures of the Autorité des Marchés Financiers or by the competent authorityof another member state of the European Economic Area and notified to the Autorité des Marchés Financiers.The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the public inFrance. Neither this prospectus nor any other offering material relating to the units has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the units to the public in France. Such offers,sales and distributions will be made in France only:

• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreintd’investisseurs), in each case investing for their own account, all as defined in, and in accordance with,Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaireet financier;

• to investment services providers authorized to engage in portfolio management on behalf of third parties;or

• in a transaction that, in accordance with article L.411-2-II-1° -or-2°-or 3° of the French Code monétaire etfinancier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des MarchésFinanciers, does not constitute a public offer (appel public à l’épargne).

The units may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the DubaiFinancial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a typespecified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any otherperson. The DFSA has no responsibility for reviewing or verifying any documents in connection with ExemptOffers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein andhas no responsibility for the prospectus. The securities to which this prospectus relates may be illiquid and/orsubject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their owndue diligence on the securities. If you do not understand the contents of this prospectus you should consult anauthorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has beenlodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. Thisprospectus does not constitute a prospectus, product disclosure statement or other disclosure document under theCorporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for aprospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the securities may only be made to persons (the “Exempt Investors”) who are“sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professionalinvestors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or moreexemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities withoutdisclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in theperiod of 12 months after the date of allotment under the offering, except in circumstances where disclosure to

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investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption undersection 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document whichcomplies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australianon-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives,financial situation or particular needs of any particular person. It does not contain any securitiesrecommendations or financial product advice. Before making an investment decision, investors need to considerwhether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, ifnecessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The units may not be offered or sold in Hong Kong by means of any document other than (i) incircumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance(Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities andFutures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in othercircumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance(Cap. 32,Laws of Hong Kong) and no advertisement, invitation or document relating to the units may be issuedor may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong orelsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in HongKong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which are orare intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within themeaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The units have not been and will not be registered under the Financial Instruments and Exchange Law ofJapan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, inJapan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, inJapan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerialguidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time.For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including anycorporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this prospectus and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units beoffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly orindirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securitiesand Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), orany person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of theSFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of theSFA, in each case subject to compliance with conditions set forth in the SFA.

Where the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and theentire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and eachbeneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or

168

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the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six monthsafter that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFAexcept:

• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person definedin Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares,debentures and units of shares and debentures of that corporation or such rights and interest in that trustare acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for eachtransaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, andfurther for corporations, in accordance with the conditions specified in Section 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

169

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VALIDITY OF SECURITIES

The validity of the securities offered hereby will be passed upon for the company by Sullivan & CromwellLLP, Los Angeles, California. In connection with this offering, Reed Smith, LLP advised the underwriter inconnection with the offering of the securities.

EXPERTS

The financial statements of Merlin Acquisitions Corp. I as of June 1, 2021 and for the period from April 12,2021 (inception) through June 1, 2021 appearing in this prospectus have been audited by Marcum LLP, ourindependent registered public accounting firm, as set forth in their report thereon (which contains an explanatoryparagraph relating to substantial doubt about the ability of Merlin Acquisitions Corp. I to continue as a goingconcern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and areincluded in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect tothe securities we are offering by this prospectus. This prospectus does not contain all of the information includedin the registration statement. For further information about us and our securities, you should refer to theregistration statement and the exhibits and schedules filed with the registration statement. Whenever we makereference in this prospectus to any of our contracts, agreements or other documents, the references are materiallycomplete but may not include a description of all aspects of such contracts, agreements or other documents, andyou should refer to the exhibits attached to the registration statement for copies of the actual contract, agreementor other document.

Upon completion of this offering, we will be subject to the information requirements of the Exchange Actand will file annual, quarterly and current event reports, proxy statements and other information with the SEC.You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website atwww.sec.gov.

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301060 FIN 1PROJECT MASTDRS/A


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VDI-W7-PF3-088114.4.13.0

MERLIN ACQUISITION CORP. IINDEX TO FINANCIAL STATEMENTS

PAGE

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2Balance Sheet as of June 1, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3Statement of Operations for the period from April 12, 2021 (inception) through June 1, 2021 . . . . . . . . . . F-4Statement of Stockholder’s Equity for the period from April 12, 2021 (inception) through June 1,

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5Statement of Cash Flows for the period from April 12, 2021 (inception) through June 1, 2021 . . . . . . . . . F-6Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

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VDI-W7-PF3-054814.4.13.0

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder and Board of Directors ofMerlin Acquisitions Corp. I

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Merlin Acquisitions Corp. I (the “Company”) as of June 1,2021, the related statements of operations, stockholder’s equity and cash flows for the period from April 12, 2021(inception) through June 1, 2021, and the related notes (collectively referred to as the “financial statements”). Inour opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of June 1, 2021, and the results of its operations and its cash flows for the period from April 12, 2021(inception) through June 1, 2021, in conformity with accounting principles generally accepted in the UnitedStates of America.

Explanatory Paragraph—Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a goingconcern. As more fully described in Note 6 to the financial statements, the Company’s ability to execute itsbusiness plan is dependent upon its completion of the proposed initial public offering described in Note 3 to thefinancial statements. The Company has a working capital deficit as of June 1, 2021 and lacks the financialresources it needs to sustain operations for a reasonable period of time, which is considered to be one year fromthe issuance date of the financial statements. These conditions raise substantial doubt about the Company’sability to continue as a going concern. Management’s plans in regard to these matters are also described inNotes 3 and 6. The financial statements do not include any adjustments that might result from the outcome of thisuncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to expressan opinion on the Company’s financial statements based on our audit. We are a public accounting firm registeredwith the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditingstandards generally accepted in the United States of America. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit ofits internal control over financial reporting. As part of our audit we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness ofthe Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements,whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditalso included evaluating the accounting principles used and significant estimates made by management, as wellas evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonablebasis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

Melville, NYJune 14, 2021

F-2

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IL0647AM09353514.4.13.0

MERLIN ACQUISITION CORP. IBALANCE SHEET

AS OF JUNE 1, 2021

ASSETSCurrent asset—cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,000Deferred offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260,000

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 285,000

LIABILITIES AND STOCKOLDER’S EQUITYCurrent Liabilities

Accrued offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 265,000

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265,000

Commitments and contingencies (Note 6)Stockholder’s Equity

Preferred stock, $0.0001 par value; 2,500,000 shares authorized; none issued andoutstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Class A common stock, $0.0001 par value; 250,000,000 shares authorized; none issued andoutstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 7,187,500 sharesissued and outstanding(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719

Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,281Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,000)

Total stockholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000

Total liabilities and stockholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 285,000

(1) Includes an aggregate of up to 937,500 shares of Class B common stock that are subject to forfeiture if theover-allotment option is not exercised in full by the underwriter (see Note 8).

The accompanying notes are an integral part of these financial statements.

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ADGP64RS4014.4.10.0

MERLIN ACQUISITION CORP. ISTATEMENT OF OPERATIONS

FOR THE PERIOD FROM APRIL 12, 2021 (INCEPTION) THROUGH JUNE 1, 2021

Formation costs and other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,000)

Weighted average common stock outstanding, basic and diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 6,250,000

Basic and diluted net loss per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —

(1) Excludes an aggregate of up to 937,500 shares of Class B common stock that are subject to forfeiture if theover-allotment option is not exercised in full by the underwriter (see Note 8).


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VDI-W7-PF3-021614.4.13.0

MERLIN ACQUISITION CORP. ISTATEMENT OF STOCKHOLDER’S EQUITY


Class BCommon Stock Additional

Paid inCapital

AccumulatedDeficit

TotalStockholder’s

EquityShares(1) Amount

Balance—April 12, 2021 (date of inception) . . . . — $ — $ — $ — $ —Issuance of Class B common stock to Sponsors . . . 7,187,500 719 24,281 — 25,000Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (5,000) (5,000)

Balance—June 1, 2021 . . . . . . . . . . . . . . . . . . . . . . 7,187,500 $ 719 $ 24,281 $ (5,000) $ 20,000

(1) Includes an aggregate of up to 937,500 shares of Class B common stock that are subject to forfeiture if theover-allotment option is not exercised in full by the underwriter (see Note 8).


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IL0647AM09353514.4.13.0

MERLIN ACQUISITION CORP. ISTATEMENT OF CASH FLOWS


Cash flow from operating activities:Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,000)Adjustments to reconcile net loss to net cash used in operating activities:

Changes in operating assets and liabilities:Accrued formation costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Cash flow from financing activities:Proceeds from issuance of common stock to Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000

Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000

Net change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000Cash at the beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Cash at the end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,000

Noncash investing and financing activities:Deferred offering costs included in accrued offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 260,000


F-6

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VDI-W7-PFL-260121.7.8.0

MERLIN ACQUISITION CORP. INOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Merlin Acquisition Corp. I (the “Company”) is a blank check company incorporated in the State ofDelaware on April 12, 2021. The Company was formed for the purpose of effectuating a merger, capital stockexchange, asset acquisition, stock purchase, reorganization or other similar business combination with one ormore businesses (the “Business Combination”). The Company is an early stage and emerging growth companyand, as such, the Company is subject to all of the risks associated with early stage and emerging growthcompanies.

As of June 1, 2021, the Company had not yet commenced any operations. All activity for the periodApril 12, 2021 (inception) through June 1, 2021 relates to the Company’s formation and the proposed initialpublic offering (the “Proposed Offering”) which is described below. The Company will not generate anyoperating revenues until after the completion of its initial Business Combination, at the earliest. The Companywill generate non-operating income in the form of interest income from the proceeds derived from the ProposedOffering. The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resourcesthrough a proposed initial public offering of 25,000,000 units at $10.00 per unit (or 28,750,000 units if theunderwriter’s over-allotment option is exercised in full) (the “Units” and, with respect to the shares of Class Acommon stock included in the Units being offered, the “Public Shares”) which is discussed in Note 3 and the saleof 5,500

▲▲▲,000

▲▲▲warrants (or 6

▲,000

▲▲▲,000

▲▲▲warrants if the underwriter’s over-allotment option is exercised in full) (the

“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant that will close in a privateplacement to Merlin Acquisition Holdings I, LLC (the “Sponsor”) simultaneously with the closing of theProposed Offering (see Note 4).

The Company’s management has broad discretion with respect to the specific application of the netproceeds of the Proposed Offering and the sale of the Private Placement Warrants, although substantially all ofthe net proceeds are intended to be applied generally toward consummating a Business Combination. TheBusiness Combination must be with one or more target businesses that together have a fair market value equal toat least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissionsand taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement toenter a Business Combination. The Company will only complete a Business Combination if the post-BusinessCombination company owns or acquires 50% or more of the outstanding voting securities of the target orotherwise acquires a controlling interest in the target sufficient for it not to be required to register as aninvestment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).There is no assurance that the Company will be able to successfully effect a Business Combination. Upon theclosing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering,will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within themeaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or inmoney market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined bythe Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of thefunds in the Trust Account to the Company’s stockholders, as described below.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with theopportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combinationeither (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by meansof a tender offer. In connection with a proposed Business Combination, the Company may seek stockholderapproval of a Business Combination at a meeting called for such purpose at which public stockholders may seekto redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will

F-7

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VDI-W7-PFL-262414.4.13.0

proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 eitherimmediately prior to or upon such consummation of a Business Combination and, if the Company seeksstockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptionspursuant to the tender offer rules, the Company’s Certificate of Incorporation will provide that, a publicstockholder, together with any affiliate of such stockholder or any other person with whom such stockholder isacting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or moreof the Public Shares without the Company’s prior written consent.

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then inthe Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the TrustAccount and not previously released to the Company to pay its tax obligations). The per-share amount to bedistributed to stockholders who redeem their shares will not be reduced by the deferred underwritingcommissions the Company will pay to the underwriter (as discussed in Note 8). There will be no redemptionrights upon the completion of a Business Combination with respect to the Company’s warrants. These shares ofClass A common stock will be recorded at a redemption value and classified as temporary equity upon thecompletion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480Distinguishing Liabilities from Equity.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote forbusiness or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, offer suchredemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and filetender offer documents containing substantially the same information as would be included in a proxy statementwith the SEC prior to completing a Business Combination.

The Company’s Sponsor, officers and directors will agree (a) to vote their Founder Shares (as defined inNote 5) and any Public Shares purchased during or after the Proposed Offering in favor of a BusinessCombination, (b) not to propose certain amendments to the Company’s Certificate of Incorporation with respectto the Company’s pre-Business Combination activities prior to the consummation of a Business Combinationunless the Company provides public stockholders with the opportunity to redeem their Public Shares inconjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) into the rightto receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination(or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seekstockholder approval in connection therewith) or a vote to amend the provisions of the Amended and RestatedCertificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that theFounder Shares shall not participate in any liquidating distributions upon winding up if a Business Combinationis not consummated. However, the Company’s Sponsor, officers and directors will be entitled to liquidatingdistributions from the Trust Account with respect to any Public Shares purchased during or after the ProposedOffering if the Company fails to complete its Business Combination within the Combination Period.

If the Company is unable to complete a Business Combination within 24 months from the closing of theProposed Offering (the “Combination Period”), the Company will (i) cease all operations except for the purposeof winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem thePublic Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the TrustAccount, including interest earned on the funds held in the Trust Account and not previously released to theCompany to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number ofthen outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights asstockholders (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 the remainingstockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby aformal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for

F-8

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5*PMT 1C

VDI-W7-PF3-097614.4.13.0

claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to thedeferred underwriting commission held in the Trust Account in the event the Company does not complete aBusiness Combination within the Combination Period and, in such event, such amounts will be included with thefunds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event ofsuch distribution, it is possible that the per share value of the assets remaining available for distribution will beless than the proposed offering price per Unit of $10.00.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third partyfor services rendered or products sold to the Company, or a prospective target business with which the Companyhas entered into a written letter of intent, confidentiality or similar agreement or Business Combinationagreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Shareand (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the TrustAccount, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable,provided that such liability will not apply to any claims by a third party or prospective target business whoexecuted a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver isenforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of ProposedOffering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the“Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnificationobligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy itsindemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, theCompany cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of theCompany’s officers or directors will indemnify the Company for claims by third parties including, withoutlimitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibilitythat the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have allvendors, service providers, prospective target businesses or other entities with which the Company does business,execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies heldin the Trust Account.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generallyaccepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year fromthe date of issuance of these financial statements. In connection with the Company’s assessment of goingconcern consideration in accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosures ofUncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that theCompany has access to funds from the Sponsor that are sufficient to fund the working capital needs of theCompany until the earlier of the consummation of the Proposed Offering or one year from the date of issuance ofthese financial statements.

The Company has neither engaged in any operations nor generated any revenues to date. The Company’sonly activities since inception have been organizational activities and those necessary to prepare for the ProposedOffering. Following the Proposed Offering, the Company will not generate any operating revenues until aftercompletion of a Business Combination.

The Company will generate non-operating income in the form of interest income on cash and cashequivalents after the Proposed Offering. After the Proposed Offering, the Company expects to incur increasedexpenses as a result of being a public company (for legal, financial reporting, accounting and auditingcompliance), as well as for due diligence expenses. The Company expects its expenses to increase substantiallyafter the closing of the Proposed Offering.

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VDI-W7-PF3-097614.4.13.0

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, asmodified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage ofcertain exemptions from various reporting requirements that are applicable to other public companies that are notemerging growth companies including, but not limited to, not being required to comply with the independentregistered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduceddisclosure obligations regarding executive compensation in its periodic reports and proxy statements, andexemptions from the requirements of holding a nonbinding advisory vote on executive compensation andstockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required tocomply with new or revised financial accounting standards until private companies (that is, those that have nothad a Securities Act registration statement declared effective or do not have a class of securities registered underthe Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Actprovides that a company can elect to opt out of the extended transition period and comply with the requirementsthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company haselected not to opt out of such extended transition period, which means that when a standard is issued or revisedand it has different application dates for public or private companies, the Company, as an emerging growthcompany, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which isneither an emerging growth company nor an emerging growth company which has opted out of using theextended transition period difficult or impossible because of the potential differences in accounting standardsused.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during thereporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possiblethat the estimate of the effect of a condition, situation or set of circumstances that existed at the date of thefinancial statements, which management considered in formulating its estimate, could change in the near termdue to one or more future confirming events. Accordingly, the actual results could differ significantly from thoseestimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less whenpurchased to be cash equivalents. The Company had $25,000 of cash as of June 1, 2021.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes,which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferredincome tax assets and liabilities are computed for differences between the financial statement and tax bases ofassets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and ratesapplicable to the periods in which the differences are expected to affect taxable income. Valuation allowances areestablished, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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6*PMT 1C

VDI-W7-PF3-097614.4.13.0

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statementrecognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits tobe recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxingauthorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any,as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest andpenalties as of June 1, 2021. The Company is currently not aware of any issues under review that could result insignificant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be immaterial for the period from April 12, 2021 (inception)through June 1, 2021.

Net Loss Per Common Share

Net loss per share of common stock is computed by dividing net loss by the weighted average number ofcommon shares outstanding during the period, excluding common shares subject to forfeiture. Weighted averageshares were reduced for the effect of an aggregate of 937,500 shares of Class B common stock that are subject toforfeiture if the over-allotment option is not exercised by the underwriter (see Note 8). At June 1, 2021, theCompany did not have any dilutive securities and other contracts that could, potentially, be exercised orconverted into common stock and then share in the earnings of the Company. As a result, diluted loss per share isthe same as basic loss per share for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASCTopic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanyingbalance sheet, primarily due to their short-term nature.

Deferred Offering Costs Associated with the Proposed Offering

Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred that are directlyrelated to the Proposed Offering. Deferred offering costs will be allocated to the separable financial instrumentsissued in the Proposed Offering based on a relative fair value basis, compared to total proceeds received. Uponcompletion of the Proposed Offering, offering costs associated with warrant liabilities will be expensed, andpresented as non-operating expenses in the statement of operations and offering costs associated with the Class Acommon stock will be charged to stockholders’ equity. Should the Proposed Offering prove to be unsuccessful, allof these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and hasconcluded that while it is reasonably possible that the virus could have a negative effect on the Company’sfinancial position, results of its operations and/or search for a target company, the specific impact is not readilydeterminable as of the date of these financial statements. The financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.

Warrant Liability

The Company will account for warrants for shares of the Company’s Class A common stock that are notindexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815-40,Derivatives and Hedging: Contracts in Entity’s Own Equity. Such warrants are subject to remeasurement at eachbalance sheet date and any change in fair value will be recognized as a component of other income (expense), neton the statement of operations. The Company will continue to adjust the liability for changes in fair value untilthe earlier of the exercise or expiration of any Class A common stock warrants. At that time, the portion of thewarrant liability related to the Class A common stock warrants will be reclassified to additional paid-in capital.

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7*PMT 1C

VDI-W7-PFL-260121.7.8.0

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, ifcurrently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. PROPOSED OFFERING

Pursuant to the Proposed Offering, the Company will offer for sale up to 25,000,000 Units (or28,750,000 Units if the underwriter’s overallotment option is exercised in full) at a purchase price of $10.00 perUnit. Each Unit will consist of one share of the Company’s Class A common stock, $0.0001 par value, andone-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder topurchase one share of Class A common stock at an exercise price of $11.50 per whole share.

NOTE 4. PRIVATE PLACEMENT

The Company anticipates entering into an agreement with the Sponsor pursuant to which the Sponsor willpurchase an aggregate of 5,500,000

▲▲▲▲▲▲▲▲▲Private Placement Warrants (or 6,000,000

▲▲▲▲▲▲▲▲▲Private Placement Warrants if the

underwriters’ over-allotment option is exercised in full) at a price of $1.50 per warrant ($8,25▲▲0,000 in the

aggregate, or $9▲,00

▲▲0,000 if the over-allotment option is exercised in full), in a private placement that will close

simultaneously with the closing of Proposed Offering.

Each Private Placement Warrant is identical to the warrants offered in the Proposed Offering, except so longas each Private Placement Warrant is held by the Sponsor or its permitted transferees there will be no redemptionrights with respect to Private Placement Warrants when the price per share of Class A common stock equals orexceeds $18.00, which will expire worthless if we do not consummate a Business Combination within theCombination Period.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On June 1, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock (the“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares include anaggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of theCompany’s issued and outstanding shares after the Proposed Offering (assuming the Sponsor does not purchaseany Public Shares in the Proposed Offering).

The Sponsor has agreed not to, except to permitted transferees, transfer, assign or sell any of its FounderShares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the dateon which the Company completes a liquidation, merger, capital stock exchange or similar transaction that resultsin all of the Company’s stockholders having the right to exchange their shares of common stock for cash,securities or other property. Notwithstanding the foregoing, if the last sale price of the Company’s Class Acommon stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120days after the Business Combination, the Founder Shares will be released from the lock-up.

Promissory Note—Related Party

On June 1, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expensesrelated to the Proposed Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing andis payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Proposed Offering. As of June 1,2021, the Company has not drawn on the Note.

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VDI-W7-PF3-097614.4.13.0

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, anaffiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Companyfunds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced bypromissory notes. The notes would either be repaid upon consummation of a Business Combination, withoutinterest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of aBusiness Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the PrivatePlacement Warrants. In the event that a Business Combination does not close, the Company may use a portion ofproceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the TrustAccount would be used to repay the Working Capital Loans.

Administrative Support Agreement

Commencing on the date of the Proposed Offering and until completion of the Company’s initial businesscombination or liquidation, the Company will make a payment of a monthly fee of $10,000 to the Sponsor foroffice space, utilities and secretarial and administrative support provided to the Company.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Going Concern Consideration

At June 1, 2021, the Company had $25,000 in cash and a working capital deficit of $240,000 (excludingdeferred offering costs). The Company has incurred and expects to continue to incur significant costs in pursuitof its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability tocontinue as a going concern. Management plans to address this uncertainty through the Proposed Offering asdiscussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a BusinessCombination will be successful or successful within the Combination Period. The financial statements do notinclude any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while itis reasonably possible that the virus could have a negative effect on the Company’s financial position, results ofits operations and/or search for a target company, the specific impact is not readily determinable as of the date ofthese financial statements. The financial statements do not include any adjustments that might result from theoutcome of this uncertainty.

Registration and Stockholder Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued uponconversion of the Working Capital Loans (and in each case holders of their component securities, as applicable)will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on theeffective date of the Proposed Offering, requiring the Company to register such securities for resale (in the caseof the Founder Shares, only after conversion to our Class A common stock). The holders of the majority of thesesecurities are entitled to make up to three demands, excluding short form demands, that the Company registersuch securities. In addition, the holders have certain “piggy-back” registration rights with respect to registrationstatements filed subsequent to the consummation of a Business Combination and rights to require the Companyto register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear theexpenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company will grant the underwriter a 45-day option to purchase up to 3,750,000 additional Units tocover over-allotments at the proposed offering price, less the underwriting discounts and commissions.

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VDI-W7-PFL-260121.7.8.0

The underwriter will be entitled to a cash underwriting discount of 2.00% of the gross proceeds of theProposed Offering, or $5,000,000 (or $5,750,000 if the over-allotment option in exercised in full). In addition,the underwriter will be entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of theProposed Offering, or $8,750,000 (or $10,062,500 if the over-allotment option in exercised in full). The deferredfee will become payable to the underwriter from the amounts held in the Trust Account solely in the event thatthe Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7. WARRANT LIABILITIES

The Company will account for the 13,833,333▲▲▲▲▲▲▲▲▲▲warrants to be issued in connection with the Proposed

Offering (8,333,333 Public Warrants and 5,500,000▲▲▲▲▲▲▲▲▲Private Placement Warrants assuming the underwriters’

over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidanceprovides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must berecorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. Thisliability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrantliability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement ofoperations.

NOTE 8. STOCKHOLDER’S EQUITY

Preferred Stock—The Company is authorized to issue 2,500,000 shares of $0.0001 par value preferredstock. At June 1, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock—The Company is authorized to issue up to 250,000,000 shares of Class A, $0.0001par value common stock. Holders of the Company’s common stock are entitled to one vote for each share, exceptthat, prior to the completion of a Business Combination, only holders of the Company’s Class B common stockhave the right to vote on the election of directors. At June 1, 2021, there were no shares of Class A commonstock issued or outstanding.

Class B Common Stock—The Company is authorized to issue up to 25,000,000 shares of Class B, $0.0001par value common stock. Holders of the Company’s common stock are entitled to one vote for each share, exceptthat, prior to the completion of a Business Combination, only holders of the Company’s Class B common stockhave the right to vote on the election of directors. At June 1, 2021, there were 7,187,500 Class B common stockissued and outstanding, of which an aggregate of up to 937,500 shares are subject to forfeiture to the extent thatthe underwriter’s over-allotment option is not exercised in full or in part so that the Sponsor will own 20% of theCompany’s issued and outstanding common stock after the Proposed Offering (assuming the Sponsor does notpurchase any Public Shares in the Proposed Offering).

The shares of Class B common stock will automatically convert into shares of Class A common stock at thetime of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends,reorganizations, recapitalizations and the like or as set forth in the next sentence. In the case that additionalshares of Class A common stock or equity-linked securities are issued or deemed issued in connection with theBusiness Combination, the number of shares of Class A common stock issuable upon conversion of all shares ofClass B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of sharesof Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares ofClass A common stock by public stockholders), including the total number of shares of Class A common stockissued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issuedor deemed issued, by the Company in connection with or in relation to the Business Combination, excluding anyshares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares ofClass A common stock issued, or to be issued, to any seller in a Business Combination, and any privateplacement warrants issued to the Sponsor upon conversion of working capital loans. Holders of Founder Sharesmay also elect to convert their shares of Class B common stock into an equal number of shares of Class Acommon stock, subject to adjustment as provided above, at any time.

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The Company may issue additional common stock or preferred stock to complete its Business Combinationor under an employee incentive plan after completion of its Business Combination.

NOTE 9. SUBSEQUENT EVENTS

Management of the Company evaluated events that have occurred after the balance sheet date of June 1,2021 through the date these financial statements were issued. Based upon the review, management did notidentify any recognized or non-recognized subsequent events that would have required adjustment or disclosurein the financial statements.

F-15

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301060 BC 1PROJECT MASTDRS/A



7*PMT 1C


Merlin Acquisitions Corp. I$250,000,000

25,000,000 Units

Citigroup

P R O S P E C T U S

Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade ourcommon stock, whether or not participating in this offering, may be required to deliver a prospectus. This is inaddition to the dealers’ obligation to deliver a prospectus when acting as underwriter and with respect to theirunsold allotments or subscriptions.

, 2021

200FP#%#k6sN4BjMC

301060 II 1PROJECT MASTDRS/A


Donnelley Financial ADG padhp0anSTART PAGE

7*PMT 1C

VDI-W7-PFL-206321.7.8.0

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registrationstatement (other than the underwriting discount and commissions) will be as follows:

SEC expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,366FINRA expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,625Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,000Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000Travel and road show expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000Nasdaq listing and filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000

›Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,009

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 800,000

›

Item 14. Indemnification of Directors and Officers.

Our amended and restated certificate of incorporation will provide that all of our directors and officers shallbe entitled to be indemnified by us to the fullest extent permitted by Section 145 of the General Corporation Lawof the State of Delaware (“DGCL”). Section 145 of the Delaware General Corporation Law concerningindemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than an action by or in the right of the corporation) byreason of the fact that the person is or was a director, officer, employee or agent of the corporation, oris or was serving at the request of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the personin connection with such action, suit or proceeding if the person acted in good faith and in a manner theperson reasonably believed to be in or not opposed to the best interests of the corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause to believe the person’s conductwas unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which the person reasonably believed to be inor not opposed to the best interests of the corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action or suit by or in the right of the corporationto procure a judgment in its favor by reason of the fact that the person is or was a director, officer,employee or agent of the corporation, or is or was serving at the request of the corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseagainst expenses (including attorneys’ fees) actually and reasonably incurred by the person inconnection with the defense or settlement of such action or suit if the person acted in good faith and ina manner the person reasonably believed to be in or not opposed to the best interests of the corporation

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and except that no indemnification shall be made in respect of any claim, issue or matter as to whichsuch person shall have been adjudged to be liable to the corporation unless and only to the extent thatthe Court of Chancery or the court in which such action or suit was brought shall determine uponapplication that, despite the adjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenses which the Court ofChancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on themerits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) ofthis section, or in defense of any claim, issue or matter therein, such person shall be indemnifiedagainst expenses (including attorneys’ fees) actually and reasonably incurred by such person inconnection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall bemade by the corporation only as authorized in the specific case upon a determination thatindemnification of the present or former director, officer, employee or agent is proper in thecircumstances because the person has met the applicable standard of conduct set forth in subsections(a) and (b) of this section. Such determination shall be made, with respect to a person who is a directoror officer at the time of such determination, (1) by a majority vote of the directors who are not partiesto such action, suit or proceeding, even though less than a quorum, or (2) by a committee of suchdirectors designated by majority vote of such directors, even though less than a quorum, or (3) if thereare no such directors, or if such directors so direct, by independent legal counsel in a written opinion,or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal,administrative or investigative action, suit or proceeding may be paid by the corporation in advance ofthe final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf ofsuch director or officer to repay such amount if it shall ultimately be determined that such person is notentitled to be indemnified by the corporation as authorized in this section. Such expenses (includingattorneys’ fees) incurred by former officers and directors or other employees and agents may be so paidupon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the othersubsections of this section shall not be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under any bylaw, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in such person’s official capacityand as to action in another capacity while holding such office. A right to indemnification or toadvancement of expenses arising under a provision of the certificate of incorporation or a bylaw shallnot be eliminated or impaired by an amendment to such provision after the occurrence of the act oromission that is the subject of the civil, criminal, administrative or investigative action, suit orproceeding for which indemnification or advancement of expenses is sought, unless the provision ineffect at the time of such act or omission explicitly authorizes such elimination or impairment aftersuch action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is orwas a director, officer, employee or agent of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation, partnership, joint venture,trust or other enterprise against any liability asserted against such person and incurred by such personin any such capacity, or arising out of such person’s status as such, whether or not the corporationwould have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resultingcorporation, any constituent corporation (including any constituent of a constituent) absorbed in aconsolidation or merger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, and employees or agents, so that any person who is or was

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a director, officer, employee or agent of such constituent corporation, or is or was serving at the requestof such constituent corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the same position under this sectionwith respect to the resulting or surviving corporation as such person would have with respect to suchconstituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans;references to “fines” shall include any excise taxes assessed on a person with respect to any employeebenefit plan; and references to “serving at the request of the corporation” shall include any service as adirector, officer, employee or agent of the corporation which imposes duties on, or involves servicesby, such director, officer, employee or agent with respect to an employee benefit plan, its participantsor beneficiaries; and a person who acted in good faith and in a manner such person reasonably believedto be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed tohave acted in a manner “not opposed to the best interests of the corporation” as referred to in thissection.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this sectionshall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased tobe a director, officer, employee or agent and shall inure to the benefit of the heirs, executors andadministrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions foradvancement of expenses or indemnification brought under this section or under any by law,agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery maysummarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, inthe opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than thepayment of expenses incurred or paid by a director, officer or controlling person in a successful defense of anyaction, suit or proceeding) is asserted by such director, officer or controlling person in connection with thesecurities being registered, we will, unless in the opinion of its counsel the matter has been settled by controllingprecedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it isagainst public policy as expressed in the Securities Act and will be governed by the final adjudication of suchissue.

In accordance with Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation,provides that no director shall be personally liable to us or any of our stockholders for monetary damagesresulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemptionfrom liability is not permitted under the DGCL. The effect of this provision of our amended and restatedcertificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty ofcare as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restrictedby Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights ofany stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of adirector’s duty of care.

If the DGCL is amended to authorize corporate action further eliminating or limiting the liability ofdirectors, then, in accordance with our amended and restated certificate of incorporation, the liability of ourdirectors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, asso amended. Any repeal or amendment of provisions of our amended and restated certificate of incorporationlimiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the

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adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospectiveonly, except to the extent such amendment or change in law permits us to further limit or eliminate the liability ofdirectors on a retroactive basis.

Our amended and restated certificate of incorporation will also provide that we will, to the fullest extentauthorized or permitted by applicable law, indemnify our current and former officers and directors, as well asthose persons who, while directors or officers of our corporation, are or were serving as directors, officers,employees or agents of another entity, trust or other enterprise, including service with respect to an employeebenefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal,administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’sfees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred orsuffered by any such person in connection with any such proceeding.

Notwithstanding the foregoing, a person eligible for indemnification pursuant to our amended and restatedcertificate of incorporation will be indemnified by us in connection with a proceeding initiated by such persononly if such proceeding was authorized by our board of directors, except for proceedings to enforce rights toindemnification.

The right to indemnification which will be conferred by our amended and restated certificate ofincorporation is a contract right that includes the right to be paid by us the expenses incurred in defending orotherwise participating in any proceeding referenced above in advance of its final disposition, provided, however,that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacityas an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or onbehalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such personis not entitled to be indemnified for such expenses under our amended and restated certificate of incorporation orotherwise.

The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rightswhich any person covered by our amended and restated certificate of incorporation may have or hereafter acquireunder law, our amended and restated certificate of incorporation, our bylaws, an agreement, vote of stockholdersor disinterested directors, or otherwise.

Any repeal or amendment of provisions of our amended and restated certificate of incorporation affectingindemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisionsinconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent suchamendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and willnot in any way diminish or adversely affect any right or protection existing at the time of such repeal oramendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to suchrepeal or amendment or adoption of such inconsistent provision. Our amended and restated certificate ofincorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnifyand to advance expenses to persons other that those specifically covered by our amended and restated certificateof incorporation.

Our bylaws, which we intend to adopt immediately prior to the closing of this offering, include theprovisions relating to advancement of expenses and indemnification rights consistent with those which will be setforth in our amended and restated certificate of incorporation. In addition, our bylaws provide for a right ofindemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in fullby us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at ourexpense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust orother enterprise against any expense, liability or loss, whether or not we would have the power to indemnify suchperson against such expense, liability or loss under the DGCL.

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Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by ourboard of directors, stockholders or by changes in applicable law, or the adoption of any other provisionsinconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent suchamendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and willnot in any way diminish or adversely affect any right or protection existing thereunder with respect to any act oromission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

We will enter into indemnification agreements with each of our officers and directors a form of which is tobe filed as an exhibit to this Registration Statement.

These agreements will require us to indemnify these individuals to the fullest extent permitted underDelaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurredas a result of any proceeding against them as to which they could be indemnified.

Pursuant to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we haveagreed to indemnify the underwriter and the underwriter has agreed to indemnify us against certain civilliabilities that may be incurred in connection with this offering, including certain liabilities under the SecuritiesAct.

Item 15. Recent Sales of Unregistered Securities.

On June 1, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for $25,000. On, 2021, our sponsor transferred 20,000 founder shares to each of Julie Hill, Jessica Tsoong and

J.C. Raby▲▲▲▲, our independent director nominees, in each case for approximately the same per share price initially

paid by our sponsor, resulting in our sponsor owning 7,127,500 founder shares. Such securities were issued inconnection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of theSecurities Act. Prior to the initial investment in the company of $25,000 by our sponsor, the company had noassets, tangible or intangible. The number of founder shares outstanding was determined based on the expectationthat the total size of this offering would be a maximum of 28,750,000 units if the underwriter’s over-allotmentoption is exercised in full, and therefore that such founder shares would represent 20% of the outstanding sharesof our common stock after this offering. Up to 937,500 of the founder shares will be forfeited depending on theextent to which the underwriter’s over-allotment option is not exercised.

Our sponsor has committed, pursuant to a written agreement, to purchase up to an aggregate of 5,500,000▲▲▲▲▲▲▲▲▲

private placement warrants (or up to 6,000,000▲▲▲▲▲▲▲▲▲warrants if the underwriter’s over-allotment option is exercised in

full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 perwarrant, or $8,25

▲▲0,000 in the aggregate (or $9

▲,00

▲▲0,000 if the underwriter’s over-allotment option is exercised in

full), in a private placement that will close simultaneously with the closing of this offering. This issuance will bemade pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. The following exhibits are being filed herewith:

Exhibit No. Description

1.1 Form of Underwriting Agreement.*

3.1 Certificate of Incorporation.+

3.2 Amendment to Certificate of Incorporation.+

3.3 Bylaws.+

3.4 Form of Amended and Restated Certificate of Incorporation.*

3.5 Form of Amended and Restated Bylaws.*

4.1 Specimen Unit Certificate.*

4.2 Specimen Class A Common Stock Certificate.*

4.3 Specimen Warrant Certificate.*

4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and theRegistrant.

5.1 Opinion of Sullivan & Cromwell LLP.*

10.1 Form of Letter Agreement among the Registrant, Merlin Acquisitions Holdings I, LLC and eachof the officers and directors of the Registrant.*

10.2 Form of Investment Management Trust Agreement between Continental Stock Transfer & TrustCompany and the Registrant.*

10.3 Form of Registration Rights Agreement among the Registrant, Merlin Acquisitions Holdings I,LLC and the Holders signatory thereto.*

10.4 Form of Private Placement Warrants Purchase Agreement between the Registrant and MerlinAcquisitions Holdings I, LLC.*

10.5 Form of Indemnity Agreement.*

10.6 Promissory Note issued to Merlin Acquisitions Holdings I, LLC.+

10.7 Securities Subscription Agreement between the Registrant and Merlin Acquisitions Holdings I,LLC.+

10.8 Form of Administrative Services Agreement between the Registrant and Merlin AcquisitionsHoldings I, LLC.*

14 Form of Code of Ethics.*

23.1 Consent of Marcum LLP.*

23.2 Consent of Sullivan & Cromwell LLP (included on Exhibit 5.1).*

24 Power of Attorney (included on signature page to the initial filing of this Registration Statement).*

99.1 Form of Audit Committee Charter.*

99.2 Form of Compensation Committee Charter.*

99.3 Consent of Julie Hill*

99.4 Consent of Jessica Tsoong*

99.4 Consent of J.C. Raby*

+ Previously filed* To be filed by amendment

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(b) Financial Statements. See page F-1 for an index to the financial statements and schedules included inthe registration statement.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified inthe underwriting agreement, certificates in such denominations and registered in such names asrequired by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted todirectors, officers and controlling persons of the registrant pursuant to the foregoing provisions, orotherwise, the registrant has been advised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Act and is, therefore,unenforceable. In the event that a claim for indemnification against such liabilities (other than thepayment by the registrant of expenses incurred or paid by a director, officer or controlling person of theregistrant in the successful defense of any action, suit or proceeding) is asserted by such director,officer or controlling person in connection with the securities being registered, the registrant will,unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to acourt of appropriate jurisdiction the question whether such indemnification by it is against publicpolicy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the informationomitted from the form of prospectus filed as part of this registration statement in reliance uponRule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statementas of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effectiveamendment that contains a form of prospectus shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall bedeemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused thisRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City ofLos Angeles, State of California, on the day of , 2021.

Merlin Acquisitions Corp. I

By:Manouch MoshayediCo-Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Manouch Moshayediand John French his true and lawful attorney-in-fact, with full power of substitution and resubstitution for suchperson and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and any and all registration statements filed pursuant toRule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and otherdocuments in connection therewith, with the Securities and Exchange Commission, hereby ratifying andconfirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be doneby virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has beensigned below by the following person in the capacities and on the dates indicated.

Name Position Date

Robert Miller

Chairperson , 2021

Manouch Moshayedi

Co-Chief Executive Officer and Director(Co-Principal Executive Officer)

, 2021

James Peterson

Co-Chief Executive Officer(Co-Principal Executive Officer)

, 2021

John French

Chief Financial Officer(Principal Financial and Accounting Officer)

, 2021

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