As filed with the U.S. Securities and ExchangeCommission on January 21, 2022

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FG Merger Corp.

(Exact name of registrant as specified in itscharter)

105 S. Maple Street
Itasca, Illinois 60143
Tel: (708) 870-7365

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

Emily Torres
105 S. Maple Street
Itasca, Illinois 60143
Tel: (708) 870-7365

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

Copies to:

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 offeredon 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 offeringpursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 7(a)(2)(B) of the Securities Act.    ¨

CALCULATION OF REGISTRATION FEE

⁽¹⁾ Estimated solely for the purpose of calculating theregistration fee.

⁽²⁾ Includes 1,050,000 units, consisting of 1,050,000 sharesof common stock and 525,000 redeemable warrants, which may be issued upon exercise of a 45- day option granted to the underwriters tocover over-allotments, if any.

⁽³⁾ Pursuant to Rule 416, there are also being registeredan indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends orsimilar transactions.

⁽⁴⁾ No fee pursuant to Rule 457(g).

The Registrant hereby amends this Registration Statement on such dateor dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically statesthat this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, asamended, 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.

The information contained inthis preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and itis not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

7,000,000 Units

FGMerger Corp.

FG Merger Corp. is a blank check company whose business purpose isto effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with oneor more businesses, which we refer to as our initial business combination. We have not selected any specific business combination targetand we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combinationtarget with respect to an initial business combination with us. Although we may acquire a business in any industry, we intend to focusour search for a target business in the financial services industry in North America.

This is an initial public offering of our securities. Each unit hasan offering price of $10.00 and consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitlesthe holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described herein. Onlywhole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months fromthe closing of this offering, and will expire five years (or ten years with respect to the $15 Exercise Price Warrants (as defined below))after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwritershave a 45-day option from the date of this prospectus to purchase up to 1,050,000 additional units to cover over-allotments, if any.

We will provide our public stockholders with the opportunity to redeemall or a portion of their shares of common stock upon the completion of our initial business combination at a per-share price, payablein cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net oftaxes payable), divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering,which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unableto complete our initial business combination within 18 months from the closing of this offering, or 21 months from the closing of thisoffering if we have entered into a letter of intent with a target business for a business combination within 18 months from the closingof this offering and such business combination has not yet been consummated within such 18-month period, we will redeem 100% of the publicshares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interestearned on the funds held in the trust account (which interest shall be net of taxes payable, and up to $100,000 of interest to pay dissolutionexpenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further describedherein.

Our sponsor (and/or its designees) has committed to purchase fromus an aggregate of (i) 55,000 units (the “private units”) at a price of $10.00 per unit, with each unit consisting of oneshare of common stock (the “private shares”) and one-half of one warrant (each whole warrant, a “private warrant”)to purchase one share of common stock at an exercise price of $11.50 per share by exercising a whole private warrant, (ii) 3,950,000warrants ($11.50 Exercise Price Warrants”) at a price of $1.00 per warrant, each exercisable to purchase one share of common stockat $11.50 per share, and (iii) 1,000,000 warrants (“$15 Exercise Price Warrants” and, together with the private units andthe $11.50 Exercise Price Warrants, the “private placement securities”) at a price of $0.10 per warrant, each exercisableto purchase one share of common stock at $15.00 per share, for an aggregate purchase price of $4,600,000. These purchases will take placeon a private placement basis simultaneously with the consummation of this offering.

Our initial stockholders currently own an aggregate of 2,012,500 sharesof common stock (up to 262,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotmentoption is exercised).

Currently, there is no public market for our units, common stock orwarrants. We have applied to have our units listed on the Nasdaq Global Market under the symbol “[_].U” onor promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq Global Market. Weexpect the shares of common stock and warrants comprising the units to begin separate trading on the 52nd day following the date of thisprospectus unless ThinkEquity LLC informs us of its decision to allow earlier separate trading, subject to our satisfaction of certainconditions. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listedon the Nasdaq Global Market under the symbols “[_]” and “[_] WS,” respectively.

We are an “emerging growth company” under applicable federalsecurities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 39. Investors will not be entitled to protections normally afforded to investorsin Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense.

Of the proceeds we receive from this offering and the sale of theprivate placement securities described in this prospectus, $71,400,000, or $82,110,000 if the underwriters’ over-allotment optionis exercised in full (approximately $10.20 per unit in each case), will be deposited into a trust account in the United States with ContinentalStock Transfer & Trust Company acting as trustee, after deducting $750,000 in underwriting commissions payable upon the closing ofthis offering and an aggregate of $2,450,000 (or $2,240,000 if the over-allotment option is exercised in full) to pay fees and expensesin connection with the closing of this offering and for working capital following the closing of this offering.

The underwriters are offering the units for sale on a firm commitmentbasis. The underwriters expect to deliver the units to the purchasers on or about       , 2022.

ThinkEquity

The date of this prospectus is                 ,2022

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus.We have not authorized anyone to provide you with different information, and we take no responsibility for any other information othersmay give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer orsale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other thanthe date on the front of this prospectus.

TRADEMARKS

This prospectus contains references to trademarks and service marksbelonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the^® or ^TM symbols, but such references are not intended to indicate, in any way, that the applicable licensorwill not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our useor display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorshipof us by, any other companies.

RISK FACTORS

An investment in our securities involves a high degree of risk.You should consider carefully all of the risks described below, together with the other information contained in this prospectus, beforemaking a decision to invest in our units. This prospectus also contains forward-looking statements that involve risks and uncertainties.Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors,including the risks described below. If any of the following events occur, our business, financial condition and operating results maybe materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part ofyour investment.

Risks Relating to Our Business and Structure

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

We are a blank check company incorporated under the laws of the Stateof Delaware with no operating results, and we will not commence operations until obtaining funding through this offering. Because welack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initialbusiness combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combinationand may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will nevergenerate any operating revenues.

Our search for a business combination, and any target businesswith which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)pandemic.

The COVID-19 pandemic has resulted in a widespread health crisis thatcould adversely affect the economies and financial markets worldwide, and the business of any potential target business with which weconsummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combinationif continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the targetcompany’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combinationwill depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerningthe severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or theoperations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Our stockholders may not be afforded an opportunity to vote onour proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, whichmeans we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

We may choose not to hold a stockholder vote to approve our initialbusiness combination if the business combination would not require stockholder approval under applicable law or stock exchange listingrequirement. Except for as required by applicable law or stock exchange requirement, the decision as to whether we will seek stockholderapproval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us,solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of thetransaction would otherwise require us to seek stockholder approval. Even if we seek stockholder approval, the holders of our foundershares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if a majorityof our public stockholders do not approve of the business combination we complete. Please see the section entitled “ProposedBusiness — Stockholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

If we seek stockholder approval of our initial business combination,our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how ourpublic stockholders vote.

Our initial stockholders will own 20% of our outstanding common stock immediately following the closing of this offering (not including the shares of common stock underlying the Underwriter Units, the private units, the $11.50 Exercise Price Warrants, the $15 Exercise Price Warrants, or the units issuable upon conversion of working capital loans). Our initial stockholders and management team also may from time to time purchase common stock prior to our initial business combination. Our amended and restated certificate of incorporation provides that, if we seek stockholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares. As a result, in addition to the founder shares, the private shares and the Underwriter Shares, we would need only 370,001, or approximately 5.29%, of the 7,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted and the Underwriter Shares are voted in favor of the transaction) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.

Your only opportunity to affect the investment decision regardinga potential business combination 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 withan opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may completea business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on thebusiness combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regardingour initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial businesscombination.

The ability of our public stockholders to redeem their shares forcash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enterinto a business combination with a target.

We may seek to enter into a business combination transaction agreementwith minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or othergeneral corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public stockholders exercise theirredemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the businesscombination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be lessthan $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be lessthan $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption andthe related business combination and may instead search for an alternate business combination. Prospective targets will be aware of theserisks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public stockholders to exercise redemption rightswith respect to a large number of our shares 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 many stockholders may exercise their redemption rights, and therefore will need to structure the transaction basedon our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requiresus to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. Inaddition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transactionto reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financingmay involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations maylimit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The ability of our public stockholders to exercise redemption rightswith respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessfuland that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use aportion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probabilitythat our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you wouldnot receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity,you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rataamount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefitof funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in theopen market.

The requirement that we complete our initial business combinationwithin 18 months (or 21 months, as applicable) after the closing of this 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 approachour dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would producevalue for our stockholders.

Any potential target business with which we enter into negotiationsconcerning a business combination will be aware that we must complete our initial business combination within 18 months from the closingof this offering, or 21 months from the closing of this offering if we have entered into a letter of intent with a target business fora business combination within 18 months from the closing of this offering and such business combination has not yet been consummatedwithin such 18-month period. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowingthat if we do not complete our initial business combination with that particular target business, we may be unable to complete our initialbusiness combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition,we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejectedupon a more comprehensive investigation.

We may not be able to complete our initial business combinationwithin 18 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding upand we would redeem our public shares and liquidate.

We may not be able to find a suitable target business and completeour initial business combination within 18 months after the closing of this offering or 21 months from the closing of this offering ifwe have entered into a letter of intent with a target business for a business combination within 18 months from the closing of this offeringand such business combination has not yet been consummated within such 18-month period,. Our ability to complete our initial businesscombination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks describedherein. For example, the COVID-19 pandemic continues to grow both in the U.S. and globally and, while the extent of the impact of thepandemic on us will depend on future developments, it could limit our ability to complete our initial business combination, includingas a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptableto us or at all. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restricttravel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providersare unavailable to negotiate and consummate a transaction in a timely manner. Additionally, the COVID-19 pandemic and other events (suchas terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we mayseek to acquire. It may also have the effect of heightening many of the other risks described in this ‘‘Risk Factors’’section, such as those related to the market for our securities and cross-border transactions.

If we have not completed our initial business combination within suchtime period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but notmore than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net oftaxes payable 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 as stockholders (including the right to receive further liquidatingdistributions, if any), and (iii) as promptly as reasonably possible following 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 to providefor claims of creditors and the requirements of other applicable law.

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

If we seek stockholder approval of our initial business combinationand we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial business combination, althoughthey are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers, advisorsor their affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules. However, otherthan as expressly stated herein, our initial stockholders have no current commitments, plans or intentions to engage in such transactionsand have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchaseshares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such stockholder, althoughstill the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemptionrights. In the event that our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates purchase sharesin privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such sellingstockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares couldbe to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval ofthe business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worthor a certain amount of cash at the completion of our initial business combination, where it appears that such requirement would otherwisenot be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to votesuch warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any suchpurchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasersare subject to such reporting requirements. See “Proposed Business — Permitted Purchases of Our Securities”for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which stockholdersto purchase securities from in any private transaction.

In addition,if such purchases are made, the public “float” of our common stock or public warrants and the number of beneficial holdersof our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securitieson a national securities exchange.

If a stockholderfails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to complywith the procedures for tendering its shares, such shares may not be redeemed.

We will complywith the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.Despite our compliance with these rules, if a stockholder fails to receive our proxy materials or tender offer documents, as applicable,such stockholder may not become aware of the opportunity to redeem its shares. In addition, 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 will describethe various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, weintend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold theirshares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent,or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents,as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approvethe initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to requirea public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent twobusiness days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a stockholderfails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may notbe redeemed. See the section of this prospectus entitled “Proposed Business — Manner of Conducting Redemptions.”

Changesin the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate andcomplete an initial business combination.

In recentmonths, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurancecompanies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increasedand the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

The increasedcost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for usto negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage asa result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorableterms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on thepost-business combination’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 could still be subject to potential liabilityfrom claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protectour directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims(“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity,and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

As the number of special purpose acquisition companiesevaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This couldincrease the cost of our initial business combination and could even result in our inability to find a target or to consummate an initialbusiness combination.

In recent years, the number of special purpose acquisitioncompanies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have alreadyentered into an initial business combination, and there are still many companies preparing for an initial public offering. As a result,at times, fewer attractive targets may be available to consummate an initial business combination.

In addition, because there are morespecial purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition foravailable targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improvedfinancial terms.

Attractive deals could also become scarcer for other reasons,such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close businesscombinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrateour ability to find and consummate an initial business combination, and may result in our inability to consummate an initial businesscombination on terms favorable to our investors altogether.

We may engage our underwriters or one or more of theiraffiliates to provide additional services to us after this offering, which may include acting as M&A advisor in connection with aninitial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled toreceive a deferred underwriting fee only upon the successful completion of an initial business combination. These financial incentivesmay cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including,for example, in connection with the sourcing and consummation of an initial business combination.

We may engage our underwriters or one or more of their affiliatesto provide additional services to us after this offering, including, for example, identifying potential targets, providing M&A advisoryservices, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay our underwriters or oneor more of their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s lengthnegotiation; provided that no agreement will be entered into with our underwriters or any of their affiliates and no fees or other compensationfor such services will be paid to our underwriters or any of their affiliates prior to the date that is 60 days from the date of thisprospectus, unless such payment would not be deemed underwriter’s compensation in connection with this offering. Our underwritersare also entitled to receive a deferred underwriting fee that is conditioned on the successful completion of an initial business combination.Our underwriters or their affiliates’ financial interests tied to the consummation of a business combination transaction may giverise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest inconnection with the sourcing and consummation of an initial business combination.

You willnot have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidateyour investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from thetrust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection withthose shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) theredemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificateof incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initialbusiness combination within 18 months from the closing of this offering, or 21 months from the closing of this offering if we have enteredinto a letter of intent with a target business for a business combination within 18 months from the closing of this offering and suchbusiness combination has not yet been consummated within such 18-month period, or with respect to any other material provisions relatingto stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unableto complete an initial business combination within 18 months or 21 months, as applicable, from the closing of this offering, subjectto applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to completean initial business combination within 18 months or 21 months, as applicable, from the closing of this offering is not completed forany reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders .for approvalprior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 18months from the closing of this offering before they receive funds from our trust account. In no other circumstances will a public stockholderhave any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in thetrust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares orwarrants, potentially at a loss.

You willnot be entitled to protections normally afforded to investors of many other blank check companies.

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

If weseek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, andif you or a “group” of stockholders are deemed to hold in excess of 15% of our common stock, you will lose the ability toredeem all such shares in excess of 15% of our common stock.

If we seekstockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combinationpursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, togetherwith any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregateof 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However,we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against ourinitial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete ourinitial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be requiredto sell your shares in open market transactions, potentially at a loss.

Becauseof our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to completeour initial business combination. If we are unable to complete our initial business combination, our public stockholders may receiveonly their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, andour warrants will expire worthless.

We expectto encounter competition from other entities having a business objective similar to ours, including private investors (which may be individualsor investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesseswe intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitorspossess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financialresources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous targetbusinesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement securities, ourability to compete with respect 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 certain target businesses. Furthermore,we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial businesscombination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resourcesavailable to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfullynegotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receiveonly their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, andour warrants will expire worthless.

If thenet proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the 18 months(or 21 months, as applicable) following the closing of the offering, 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 management team to fund our search and tocomplete our initial business combination.

Of the netproceeds of this offering, only $1,500,000 (or $1,290,000 if over-allotment option is exercised in full) will be available to us initiallyoutside the trust account to fund our working capital requirements. We believe that, upon the closing of this offering, the funds availableto us outside of the trust account will be sufficient to allow us to operate for at least the 18 months following such closing; however,we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to usto pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down paymentor to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businessesfrom “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses)with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered intoa letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequentlyrequired to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searchingfor, or conduct due diligence with respect to, a target business.

In the eventthat our offering expenses exceed our estimate of $950,000, we may fund such excess with funds not to be held in the trust account. Insuch case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, inthe event that the offering expenses are less than our estimate of $950,000, the amount of funds we intend to be held outside the trustaccount would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increaseor decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or otherthird parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliatesis under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outsidethe trust account or from funds released to us upon the completion of our initial business combination. Up to $1,500,000 of such loansmay be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the privateunits. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsoror an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against anyand all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because wedo not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, ourpublic stockholders may only receive an estimated $10.20 per share, or possibly less, on our redemption of our public shares, and ourwarrants will expire worthless.

The securities in which we invest the proceeds held in thetrust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reducethe value of the assets held in trust such that the per share redemption amount received by stockholders may be less than $10.20 per share.

The net proceeds of this offering and certain proceeds fromthe sale of the private placement securities, in the amount of $71,400,000 (assuming the underwriter’s over-allotment option isnot exercised), may only be invested in direct U. S. Treasury obligations having a maturity of 185 days or less, or in certain money marketfunds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rateof interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest ratesbelow zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in thefuture adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (whichwe may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination,our public stockholders are entitled to receive their pro- rata share of the proceeds held in the trust account, plus any interest income.If the balance of the trust account is reduced below $71,400,000 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 $10.20 per share.

Subsequentto our completion of our initial business combination, we may be required to take write- downs or write-offs, restructuring and impairmentor other charges that could have a significant negative effect on our financial condition, results of operations and the price of oursecurities, which could cause you to lose some or all of your investment.

Even if weconduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify allmaterial issues that may be present with a particular target business, that it would be possible to uncover all material issues througha customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairmentor other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpectedrisks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even thoughthese charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this naturecould contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violatenet worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtueof our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any stockholders orwarrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in thevalue of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless theyare able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciaryduty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tenderoffer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

If thirdparties bring claims against us, the proceeds held in the trust account could be reduced and the per- share redemption amount receivedby stockholders may be less than $10.20 per share.

Our placingof 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 with which we do business execute agreements with us waiving anyright, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders,such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claimsagainst the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similarclaims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claimagainst our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claimsto the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to usand will only enter into an agreement with such third party if management believes that such third party’s engagement would bein the best interests of the company under the circumstances. The underwriters of this offering as well as our registered independentpublic accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account.

Examplesof possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultantwhose particular expertise or skills are believed by management to be significantly superior to those of other consultants that wouldagree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemptionof our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exerciseof a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditorsthat were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amountreceived by public stockholders could be less than the $10.20 per public share initially held in the trust account, due to claims ofsuch creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which thisprospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for servicesrendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentialityor other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of(i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation ofthe trust account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, providedthat such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any andall rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims underour indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However,we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsorhas sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company.Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

As a result,if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptionscould be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination,and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directorswill indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directorsmay decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trustaccount available for distribution to our public stockholders.

In the eventthat the proceeds in the trust account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public shareheld in the trust account as of the date of the liquidation of the trust account if less than $10.20 per public share due to reductionsin the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligationsor that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to takelegal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directorswould take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independentdirectors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance.If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account availablefor distribution to our public stockholders may be reduced below $10.20 per share.

We maynot have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreedto indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waiveany right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust accountfor any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficientfunds outside of the trust account 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 their fiduciary duty. Theseprovisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even thoughsuch an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may beadversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to theseindemnification provisions.

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

If, afterwe distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcypetition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditorand/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcycourt could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as havingbreached its fiduciary duty 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, beforedistributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcypetition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of ourstockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may bereduced.

If, beforedistributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcypetition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcylaw, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholdersin connection with our liquidation may be reduced.

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

If we aredeemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

In ordernot to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensurethat we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do notinclude investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets(exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete abusiness combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businessesor assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passiveinvestor.

We do not believe that our anticipated principal activities will subjectus to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “governmentsecurities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in moneymarket funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businessesfor the long term (rather than 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 intendedfor persons who are seeking a return on investments in government securities or investment securities. The trust account is intendedas a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) theredemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificateof incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initialbusiness combination within 18 months from the closing of this offering, or 21 months from the closing of this offering if we have enteredinto a letter of intent with a target business for a business combination within 18 months from the closing of this offering and suchbusiness combination has not yet been consummated within such 18-month period; and (iii) absent an initial business combination within18 months from the closing of this offering or with respect to any other material provisions relating to stockholders’ rights orpre-initial business combination activity, our return of the funds held in the trust account to our public stockholders as part of ourredemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the InvestmentCompany Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens wouldrequire additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If weare unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of thefunds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.

Our stockholdersmay be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under theDGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by themin 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 18 months from the closing of this offering, or21 months from the closing of this offering if we have entered into a letter of intent with a target business for a business combinationwithin 18 months from the closing of this offering and such business combination has not yet been consummated within such 18-month period,may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period duringwhich any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claimsbrought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholderswith respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim orthe amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.However, it is our intention to redeem our public shares as soon as reasonably possible following the 18^th month from theclosing of this offering in the event we do not complete our initial business combination and, therefore, we do not intend to complywith the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b)of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing andpending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because weare a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businessesto acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective targetbusinesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidatingdistribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to thestockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assureyou that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially beliable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extendbeyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our publicstockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 monthsfrom the closing of this offering, or 21 months, as applicable, 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 a party may bring or dueto other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims ofcreditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidatingdistribution.

We maynot hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunityfor our stockholders to elect directors.

In accordancewith NASDAQ’s corporate governance requirements, we are not required to hold an annual meeting until no later than one yearafter our first fiscal year end following our listing on NASDAQ. Under Section 211(b) of the DGCL, we are, however, required to holdan annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made bywritten consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummationof our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, theymay attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)of the DGCL.

Provisionsin our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investorsmight be willing to pay in the future for our shares of common stock and could entrench management.

Our amendedand restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders mayconsider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directorsto designate the terms of and issue new series of preferred stock, which may make more difficult the removal of directors and may discouragetransactions that otherwise 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 maymake the removal of directors more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailingmarket prices for our securities.

Provisionsin our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directorsand officers.

Our amendedand restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i)any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by anydirector, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officersor employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv)any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be broughtonly in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delawaredetermines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable partydoes not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vestedin the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not havesubject matter jurisdiction, as to which the Court of Chancery and the federal district court for the District of Delaware shall haveconcurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consentedto service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistencyin the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable,and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, althoughour stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Notwithstandingthe foregoing, our amended and restated certificate of incorporation will provide that the exclusive forum provision will not apply tosuits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusivejurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liabilitycreated by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of analternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arisingunder the Securities Act against us or any of our directors, officers, other employees or agents. Any person or entity purchasing orotherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions. We note, however,that there is uncertainty as 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 concurrent jurisdiction for stateand federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulationsthereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in thetypes of lawsuits to which it applies, the provision may limit our stockholders’ ability to obtain a favorable judicial forum fordisputes with us and may have the effect of discouraging lawsuits against our directors and officers.

RisksRelating to Completing a Business Combination

Becausewe are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesseswith which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’soperations.

Our effortsto identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region.While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability ofour management team to identify, acquire and operate a business or businesses that can benefit from our management team’s establishedglobal relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investmentsglobally and has done so successfully in a number of sectors. Our amended and restated certificate of incorporation prohibits us fromeffectuating a business combination with another blank check company or similar company with nominal operations. Because we have notyet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits orrisks 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 affected by numerous risks inherent in the business operationswith which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record ofsales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a developmentstage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannotassure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to completedue diligence.

Furthermore,some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks willadversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorableto investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholdersor warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction inthe value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unlessthey are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or otherfiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materialsor tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or materialomission.

Past performanceby our management team and their affiliates may not be indicative of future performance of an investment in us.

Informationregarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informationalpurposes only. The past performance of our management team or their respective affiliates is not a guarantee of either: (i) success withrespect to any business combination we may consummate; or (ii) that we will be able to identify a suitable candidate for our initialbusiness combination. You should not rely on the historical record of our management team’s or their respective affiliates’performance as indicative of any future performance.

Involvementof members of our management and companies with which they are affiliated in civil disputes and litigation or governmental investigationsunrelated to our business affairs could materially impact our ability to consummate an initial business combination.

Members ofour management team and companies with which they are affiliated have been, and in the future will continue to be, involved in a widevariety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result ofsuch involvement, members of our management and companies with which they are affiliated in past have been, and may in the future continueto be, involved in civil disputes and litigation and governmental investigations relating to their business affairs unrelated to ourcompany which may progress. Given our management’s extensive involvement in financial services, asset management, insurance andother regulated industries, those civil disputes, litigation and governmental investigations could involve FINRA, SEC and/or state regulatorybodies and could result in settlements where parties are named publicly. Any such claims, investigations or settlements may be detrimentalto our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverseeffect on the price of our securities.

We mayseek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We will considera business combination outside of our management’s areas of expertise if a business combination candidate is presented to us andwe determine that such candidate offers an attractive business combination opportunity for our company. Although our management willendeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequatelyascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimatelyprove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combinationcandidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’sexpertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding theareas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result,our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any stockholders whochoose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Suchstockholders are unlikely to have a remedy for such reduction in value.

Althoughwe have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we mayenter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the targetbusiness with which we enter into our initial business combination may not have attributes entirely consistent with our general criteriaand guidelines.

Althoughwe have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target businesswith which we enter into our initial business combination will not have all of these positive attributes. If we complete our initialbusiness combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as acombination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective businesscombination with a target 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 that requires us to have aminimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decideto obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval ofour initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to completeour initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust accountthat are available for distribution to public stockholders, and our warrants will expire worthless.

We arenot required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently,you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from afinancial point of view.

Unless wecomplete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fairmarket value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtainan opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the pricewe are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relyingon the judgment of our board of 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, as applicable, related to our initialbusiness combination.

We mayissue additional shares of common stock or shares of preferred stock to complete our initial business combination or under an employeeincentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our stockholdersand likely present other risks.

Our amendedand restated certificate of incorporation authorizes the issuance of up to 400,000,000 shares of common stock, par value $0.0001 pershare, and 1,000,000 shares of preferred stock, par value $0.0001 per share.

Immediately after this offering, there will be 391,160,000 (assumingthat the underwriters have not exercised their over-allotment option and the forfeiture of 262,500 founder shares) authorized but unissuedshares of common stock, available for issuance which amount does not take into account shares reserved for issuance upon exercise ofoutstanding warrants. Immediately after this offering, there will be no shares of preferred stock issued and outstanding.

We may issue a substantial number of additional shares of common stockor shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of ourinitial business combination. However, our amended and restated certificate of incorporation provides, 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 fromthe trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendmentto our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 18months from the closing of this offering, or 21 months from the closing of this offering if we have entered into a letter of intent witha target business for a business combination within 18 months from the closing of this offering and such business combination has notyet been consummated within such 18-month period, or (y) amend the foregoing provisions. These provisions of our amended and restatedcertificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholdervote. The issuance of additional shares of common stock or shares of preferred stock:

The grantof registration rights to our initial stockholders and holders of our $11.50 Exercise Price Warrants, $15 Exercise Price Warrants, privateunits and Underwriter Units may make it more difficult to complete our initial business combination, and the future exercise of suchrights may adversely affect the market price of our shares of common stock.

Pursuantto an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholdersand their permitted transferees can demand that we register the shares of common stock into which founder shares are convertible, holdersof our private placement securities and their permitted transferees can demand that we register the private placement securities andthe common stock issuable upon exercise of the warrants included therein, holders of units that may be issued upon conversion of workingcapital loans may demand that we register such units or the underlying securities issuable upon conversion of such units and holdersof the Underwriter Units can demand that we register the Underwriter Shares, the Underwriter Warrants and the shares of common stockunderlying the Underwriter Warrants. The registration rights will be exercisable with respect to the founder shares, the private placementwarrants, the common stock issuable upon exercise of such private placement warrants, the private shares, the Underwriter Shares, theUnderwriter Units, the common stock issuable upon exercise of the Underwriter Warrants, and the common stock underlying the units thatmay be issued upon conversion of working capital loans.

We will bearthe cost of registering these securities. The registration and availability of such a significant number of securities for trading inthe public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registrationrights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the targetbusiness may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impacton the market price of our common stock that is expected when the shares of common stock owned by our initial stockholders, holders ofour private placement warrants, holders of the private shares, holders of the Underwriter Units or holders of our working capital loansor their respective permitted transferees are registered.

Resourcescould be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attemptsto locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholdersmay only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders,and our warrants will expire worthless.

We anticipatethat the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosuredocuments and other instruments will require substantial management time and attention and substantial costs for accountants, attorneysand others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposedtransaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may failto complete our initial business combination for any number of reasons including those beyond our control. Any such event will resultin a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or mergewith another business. If we are unable to complete our initial business combination, our public stockholders may only receive theirpro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrantswill expire worthless.

We aredependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operationsare dependent upon a relatively small group of individuals and, in particular, our executive officers and directors and our senior advisor.We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initialbusiness combination. In addition, our executive officers and directors are not required to commit any specified amount of time to ouraffairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifyingpotential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insuranceon the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executiveofficers could have a detrimental effect on us.

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

Our abilityto successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnelin the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target businessin senior management or advisory positions following our initial business combination, it is likely that some or all of the managementof the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial businesscombination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliarwith the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helpingthem become familiar with such requirements.

Our key personnelmay negotiate employment or consulting agreements with a target business in connection with a particular business combination, and aparticular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may providefor them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interestin determining whether a particular business combination is the most advantageous.

Our key personnelmay be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employmentor consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiationof the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securitiesfor services they would render to us after the closing of the business combination. Such negotiations also could make such key personnel’sretention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence theirmotivation in identifying and selecting 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 which may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluatingthe desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’smanagement may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’smanagement, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Shouldthe target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, theoperations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holderswho choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of theirsecurities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfullyclaim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, orif they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, asapplicable, relating to the business combination contained an actionable material misstatement or material omission.

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

The roleof an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at thistime. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with theacquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidatewill not wish to remain in place.

Our executiveofficers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as tohow much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initialbusiness combination.

Our executive officers and directors are not required to, and willnot, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operationsand our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completionof our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may beentitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per weekto our affairs. Our independent directors also serve as officers and board members for other entities. Certain of our directors formedand are also actively engaged in FG New America Acquisition II Corp. and FG Acquisition Corp., special purpose acquisition companies thatare in the process of completing their initial public offerings as of the date of this prospectus and may present additional conflictsof interest in pursuing an acquisition target and determining whether an identified target is appropriate for us, FG New America AcquisitionII Corp. or FG Acquisition Corp. If our executive officers’ and directors’ other business affairs require them to devote substantialamounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairswhich may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executiveofficers’ and directors’ other business affairs, please see “Management — Officers and Directors.”

Our officersand directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entitiesand, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Followingthe closing of this offering and until we consummate our initial business combination, we intend to engage in the business of identifyingand combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have,additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required topresent a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entitya particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target businessmay be presented to another entity prior to its presentation to us. Our amended and restated certificate of incorporation will providethat we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offeredto such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractuallypermitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted torefer that opportunity to us without violating another legal obligation.

Certain of our directors formed and are also actively engaged in FGNew America Acquisition II Corp. and FG Acquisition Corp., special purpose acquisition companies that are in the process of completingtheir initial public offerings as of the date of this prospectus. In addition, our sponsor and our officers and directors may sponsoror form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the periodin which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflictsof interest in pursuing an initial business combination.

However,we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

For a completediscussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that youshould be aware of, please see “Management — Officers and Directors,” “Management — Conflictsof Interest” and “Certain Relationships and Related Party Transactions.”

Our executiveofficers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with ourinterests.

We have notadopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirectpecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party orhave an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directorsor executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engagingfor their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflictbetween their interests and ours.

The personaland financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target businessand completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selectinga suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particularbusiness combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of theirfiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringingon our stockholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

We mayengage in a business combination with one or more target businesses that have relationships with entities that may be affiliated withour sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.

In lightof the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businessesaffiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board membersfor other entities, including, without limitation, those described under “Management — Conflicts of Interest.” Suchentities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of anyspecific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and therehave been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specificallyfocusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that suchaffiliated entity met our criteria for a business combination as set forth in “Proposed Business — Business Combination Criteria”and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinionfrom an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to ourcompany from a financial point of view of a business combination with one or more domestic or international businesses affiliated withour sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, theterms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

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

On January 11, 2022, our sponsor paid $25,000 to cover certain of our offering costs in exchange for 2,012,500 founder shares, or approximately $0.012 per share. On January 11, 2022, our sponsor transferred an aggregate of 60,000 founder shares to members of our management and our board of directors, resulting in our sponsor holding 1,952,500 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. 

The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 8,050,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering (not including the shares of common stock underlying the Underwriter Units, the private units, the $11.50 Exercise Price Warrants, the $15 Exercise Price Warrants or the units issuable upon conversion of working capital loans). Up to 262,500 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor (and/or its designees) has committed to purchase 3,950,000 $11.50 Exercise Price Warrants and 1,000,000 $15 Exercise Price Warrants, that will also be worthless if we do not complete our initial business combination. In addition, our sponsor (and/or its designees) has committed to purchase an aggregate of 55,000 private units, consisting of one private share and one-half of one private warrant, that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers 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 initial business combination. This risk may become more acute as the 18-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination.

We mayissue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affectour leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Althoughwe have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstandingdebt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officershave agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest orclaim of any kind in or 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 negative effects, including:

We mayonly be able to complete one business combination with the proceeds of this offering and the sale of the private placement securities,which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack ofdiversification may negatively impact our operations and profitability.

The net proceeds from this offering and the sale of the private placement securities will provide us with $72,900,000 (or $83,400,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination.

We may effectuateour initial business combination with a single target business or multiple target businesses simultaneously or within a short periodof time. However, we may not be able to effectuate our initial business combination with more than one target business because of variousfactors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financialstatements with the SEC that present operating results and the financial condition of several target businesses as if they had been operatedon a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subjectus to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefitfrom the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete severalbusiness combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success maybe:

This lackof diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantialadverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

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

If we determineto simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree thatour purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficultfor us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also faceadditional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services orproducts of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negativelyimpact our profitability and results of operations.

We mayattempt to complete our initial business combination with a private company about which little information is available, which may resultin a business combination with a company that is not as profitable as we suspected, if at all.

In pursuingour business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very littlepublic information generally exists about private companies, and we could be required to make our decision on whether to pursue a potentialinitial business combination on the basis of limited information, which may result in a business combination with a company that is notas profitable as we suspected, if at all.

Our managementmay not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, uponloss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operatesuch business.

We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post- transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock 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 common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

Becausewe must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageousinitial business combination with some prospective target businesses.

The federalproxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and proforma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offerdocuments, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared inaccordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”),or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), dependingon the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PublicCompany Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool ofpotential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us todisclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed timeframe.

We donot have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to completeour initial business combination with 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 redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In orderto effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisionsof their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek toamend our amended and restated certificate 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 recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our amended and restated certificate of incorporation requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 18 months of the closing of this offering (or 21 months as applicable) or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisionsof our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisionsof the agreement governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our commonstock, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore,to amend our amended and restated certificate of incorporation to facilitate the closing of an initial business combination that someof our stockholders may not support.

Our amended and restated certificate of incorporation provides thatany of its provisions related to pre- business combination activity (including the requirement to deposit proceeds of this offering andthe private placements of warrants and the private units into the trust account and not release such amounts except in specified circumstances,and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our commonstock entitled to vote thereon and corresponding provisions of the trust agreement governing the release of funds from our trust accountmay be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend such provisions of our amendedand restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their public sharesin connection with a stockholder meeting. In all other instances, our amended and restated certificate of incorporation may be amendedby holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicablestock exchange rules. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of thisoffering (assuming they do not purchase any units in this offering and excluding the shares of common stock underlying the UnderwriterUnits, the private units, the $11.50 Exercise Price Warrants, the $15 Exercise Price Warrants, and units issuable upon conversion ofworking capital loans), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreementand will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended andrestated certificate of incorporation which govern our pre- business combination behavior more easily than some other special purposeacquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our stockholdersmay pursue remedies against us for any breach of our amended and restated certificate of incorporation.

Our initial stockholders, executive officers and directors have agreed,pursuant to written agreements with us, that they will not propose any amendment to our amended and restated certificate of incorporationto modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combinationwithin 18 months from the closing of this offering, or 21 months from the closing of this offering if we have entered into a letter ofintent with a target business for a business combination within 18 months from the closing of this offering and such business combinationhas not yet been consummated within such 18-month period, or with respect to any other material provisions relating to stockholders’rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their 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 earned on the funds held in the trust account (which interest shall be net of taxes payable), dividedby the number of then outstanding public shares.

Our stockholdersare not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remediesagainst our sponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the eventof a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

Certainagreements 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 agreement and the investment management trust agreement, may be amended without stockholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial stockholders, sponsor, officers, directors and holders of the Underwriter Units; the registration rights agreement among us and our initial stockholders; the $11.50 Exercise Price Warrants purchase agreement between us and our sponsor; the $15 Exercise Price Warrants purchase agreement between us and our sponsor; the private units purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public stockholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, $11.50 Exercise Price Warrants, $15 Exercise Price Warrants, private units and other securities held by our initial stockholders, sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

We maybe unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a targetbusiness, which could compel us to restructure or abandon a particular business combination.

We have notselected any specific business combination target but intend to 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 securities. As a result, if the cash portion ofthe purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public stockholders,we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that suchfinancing will be available on acceptable terms, if at all.

To the extentthat additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled toeither restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.Further, we may be required to obtain additional financing in connection with the completion of our initial business combination forgeneral corporate purposes, including for maintenance or expansion of operations of the post- transaction businesses, the payment ofprincipal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies.If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portionof the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.In addition, even if we do not need additional financing to complete our initial business combination, we may require such financingto fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effecton the continued development or growth of the target business. None of our officers, directors or stockholders is required to provideany financing to us in connection with or after our initial business combination.

Our initialstockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote,potentially in a manner that you do not support.

Upon the closing of this offering, our initial stockholders will own 20% of our issued and outstanding common stock (assuming they do not purchase any units in this offering and excluding the shares of common stock underlying the Underwriter Units, the private units, the $11.50 Exercise Price Warrants, the $15 Exercise Price Warrants and the units issuable upon conversion of any working capital loans). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our initial stockholders purchase any units in this offering or if our initial stockholders purchase any additional common stock in the aftermarket or in privately negotiated transactions, this would increase their control.

Neitherour initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additionalsecurities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases wouldinclude consideration of the current trading price of our common stock. In addition, our board of directors, whose members wereelected by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three yearswith only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect newdirectors prior to the completion of our initial business combination, in which case all of the current directors will continue inoffice until at least the closing of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and ourinitial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, ourinitial stockholders will continue to exert substantial influnce at least until the completion of our initial businesscombination.

RisksRelating to Our Securities

Our sponsorpaid an aggregate of $25,000 to cover certain of our offering costs in exchange for 2,012,500 founder shares, or approximately $0.012per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares of commonstock.

The difference between the public offering price per share (allocatingall of the unit purchase price to the share of common stock and none to the warrant included in the unit) and the pro forma nettangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in thisoffering. Our initial stockholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Uponthe closing of this offering, and assuming no value is ascribed to the warrants included in the units, the private units, the $11.50Exercise Price Warrants, the $15 Exercise Price Warrants or the Underwriter Units and the other public stockholders will incur an immediateand substantial dilution of approximately 91.73% or $9.17 per share, assuming no exercise of the underwriters’ over-allotment option,the difference between the pro forma net tangible book value per share after this offering of $0.83 and the initial offering priceof $10.00 per unit. our common stock

The determinationof the offering price of our units, the size of this offering and terms of the units is more arbitrary than the pricing of securitiesand size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering priceof our units properly reflects the value 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 of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the common stock and warrants underlying the units, include:

Althoughthese factors were considered, the determination of our offering size, price and terms of the units is more arbitrary than the pricingof securities of an operating company in a particular industry since we have no historical operations or financial results.

Thereis currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidityand price of our securities.

There iscurrently no market for our securities. Stockholders therefore have no access to information about prior market history on which to basetheir investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential businesscombinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or,if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

We mayamend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of atleast 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exerciseperiod could be shortened and the number of shares of 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 provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant.

Our warrantagreement will designate the courts of the State of New York or the United States District Court for the Southern District of New Yorkas the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, whichcould limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrantagreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating inany way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of NewYork or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,which jurisdiction shall be 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.

Notwithstandingthe foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created bythe Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusiveforum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of andto have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope theforum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States DistrictCourt for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shallbe deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connectionwith any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having serviceof process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreignaction as agent for such warrant holder.

This choice-of-forumprovision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ourcompany, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicableor unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associatedwith resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition andresults of operations and result in a diversion of the time and resources of our management and board of directors.

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 to their expiration, at a price of $0.01 per warrant, provided that the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of common stock and equity-linked securities for capital raising purposes in connection with the completion of our initial business combination as described elsewhere in this prospectus) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us.

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

We will be issuing warrants to purchase 3,500,000 shares of our common stock (or up to 4,025,000 shares of common stock if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of (x) 4,977,500 private placement warrants, consisting of (i) 3,950,000 $11.50 Exercise Price Warrants, (ii) 1,000,000 $15 Exercise Price Warrants and (iii) 27,500 private warrants, and (y) 17,500 Underwriter Warrants (or up to 20,125 Underwriter Warrants if the underwriters’ over-allotment option is exercised in full). In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital loans, up to $1,500,000 of such loans may be convertible into up to 150,000 units, each unit consisting of one share and one-half of a warrant, at a price of $10.00 per unit at the option of the lender. The units would be identical to the private units. To the extent we issue common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding shares of common stock and reduce the value of the common stock issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business

Becauseeach unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of otherspecial purpose acquisition companies.

Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon the closing of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant 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 it included a warrant to purchase one whole share.

You willnot be permitted to exercise your warrants unless we register and qualify the underlying common stock or certain exemptions are available.

If the issuance of the common stock upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the common stock included in the units.

We are not registering the common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the completion of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares of common stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no eventwill warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking toexercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws ofthe state of the exercising holder, or an exemption from registration or qualification is available.

If our shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

In no eventwill we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or othercompensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants underthe Securities Act or applicable state securities laws.

You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the shares of common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of common stock from such exercise than if you were to exercise such warrants for cash.

GeneralRisk Factors

NASDAQmay delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securitiesand subject us to additional trading restrictions.

We have applied to have our units listed on NASDAQ on or promptly after the date of this prospectus and our common stock and warrants on or promptly after their date of separation. We cannot guarantee that our securities will 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 NASDAQ’s 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, based on Nasdaq Global Market’s current listing standards, we must maintain a minimum market value of listed securities of $50,000,000 and a minimum number of 400 holders of our listed securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq Global Market’s initial listing requirements, which are more rigorous than Nasdaq Global Market’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq Global Market. For instance, based on Nasdaq Global Market’s current listing standards, our stock price would be required to be at least $4.00 per share, the market value of our listed securities would be required to be at least $75 million (or we would need to satisfy certain stockholders’ equity or total assets and total revenue requirements) and we would be required to have a minimum of 400 round lot holders of our securities (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those 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. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our common stock and warrants will be listed on NASDAQ, our units, common stock and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check 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 our securities.

Changesin laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our abilityto negotiate and complete our initial business combination, and results of operations.

We are subjectto laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certainSEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consumingand costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes couldhave a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicablelaws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiateand complete our initial business combination, and results of operations.

Complianceobligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantialfinancial and management resources, and increase the time and costs of completing an initial business combination.

Section 404of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report onForm 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer,and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accountingfirm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company,we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal controlover financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes- Oxley Actparticularly burdensome on us as compared 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 regarding adequacy of its internal controls.The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time andcosts necessary to complete any such business combination.

We arean emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certainexemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securitiesless attractive to 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 JOBS Act, and we may take advantageof certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growthcompanies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements ofSection 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 nonbinding advisory vote on executive compensation and stockholder approvalof any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information theymay deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that statusearlier, including if the market value of our 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. We cannot predict whether investorswill find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractiveas a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, theremay be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further,Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accountingstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or donot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accountingstandards. The JOBS Act provides 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 elected not to opt out of suchextended transition period which means that when a standard is issued or revised and it has different application dates for public orprivate companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the newor revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growthcompany nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because ofthe potential differences in accounting standards used.

Additionally,we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may takeadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock heldby non-affiliates exceeds $250 million as of the prior June 30^th, and (2) our annual revenues exceeded $100 million duringsuch completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financialstatements with other public companies difficult or impossible.

Cyberincidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We dependon digital technologies, including information systems, infrastructure and cloud applications and services, including those of thirdparties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or thesystems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary informationand sensitive or confidential data. As an early stage company without significant investments in data security protection, we may notbe sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigateand remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could haveadverse consequences on our business and lead to financial loss.

If weeffect our initial business combination with a company located outside of the United States, we would be subject to a variety of additionalrisks that may adversely affect us.

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

If wepursue a target company with operations or opportunities outside of the United States for our initial business combination, we wouldbe subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completingour 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 effectour initial business combination with such a company, we would be subject to any special considerations or risks associated with companiesoperating in an international setting, including any of the following:

We may notbe able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial businesscombination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impactour business, financial condition and results of operations.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of thestatements contained in this prospectus may constitute “forward-looking statements” for purposes of the federal securitieslaws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations,hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or othercharacterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, butthe 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:

The forward-lookingstatements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potentialeffects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-lookingstatements involve a number 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-looking statements. These risks anduncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or moreof these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respectsfrom those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

USEOF PROCEEDS

We are offering7,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds wewill receive from the sale of the private placement securities will be used as set forth in the following table.

Thefollowing table shows the use of the approximately $1,500,000 (or $1,290,000 if over-allotment option is exercised in full) of netproceeds not held in the trust account⁽⁵⁾.

The rules of NASDAQ provide that at least 90% of the gross proceedsfrom this offering and the sale of the private placement securities be deposited in a trust account. Of the $74,600,000 in gross proceedswe receive from this offering and the sale of the private placement securities described in this prospectus, or $85,100,000 if the underwriters’over-allotment option is exercised in full, $71,400,000, or $82,110,000 if the underwriters’ over-allotment option is exercisedin full (approximately $10.20 per unit in each case), will be deposited into a trust account with Continental Stock Transfer & TrustCompany acting as trustee, after deducting $750,000 in underwriting commissions payable upon the closing of this offering and an aggregateof $2,450,000 (or $2,240,000 if the over-allotment option is exercised in full) to pay fees and expenses in connection with the closingof this offering and for working capital following this offering. The proceeds held in the trust account will be invested only in U.S.government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 underthe Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trustaccount will be approximately $42,840 per year, assuming an interest rate of 0.06% per year; however, we can provide no assurances regardingthis amount.

We expect that the interest earned on the trust account will be sufficientto pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for thewithdrawal of interest to pay our taxes, until the earliest of (i) the completion of our initial business combination, (ii) the redemptionof our public shares if we are unable to complete our initial business combination within 18 months from the closing of this offering,or 21 months from the closing of this offering if we have entered into a letter of intent with a target business for a business combinationwithin 18 months from the closing of this offering and such business combination has not yet been consummated within such 18-month period,subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote toapprove an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation toredeem 100% of our public shares if we have not consummated our initial business combination within 18 months from the closing of thisoffering (or 21 months, as applicable) or with respect to any other material provisions relating to stockholders’ rights or pre-initialbusiness combination activity.

The net proceeds held in the trust account may be used as considerationto pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combinationis paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the considerationin connection with our initial business combination, we may apply the balance of the cash released from the trust account for generalcorporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal orinterest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or forworking capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans,advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreementsor backstop arrangements we may enter into following consummation of this offering. However, our amended and restated certificate ofincorporation provides 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 account or (ii) vote asa class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificateof incorporation to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of this offering(or 21 months, as applicable) or (y) amend the foregoing provisions.

We believethat amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief isbased on the fact that while we may begin preliminary due diligence of a target 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, onlyafter we have negotiated and 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 business combination is less than the actualamount necessary to do so, we may be required to raise additional capital, the amount, 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 oursponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to,or invest in, us.

Subsequentto the closing of this offering, we will pay our sponsor $10,000 per month for office space, secretarial and administrative servicesprovided to members of our management team. Upon the completion of our initial business combination or our liquidation, we will ceasepaying these monthly fees.

Prior tothe closing of this offering, our sponsor has agreed to loan us up to $175,000 to be used for a portion of the expenses of this offering.These loans are non-interest bearing, unsecured and are due at the earlier of the closing of this offering or the date on which the companydetermines not to conduct the offering described herein. The loan will be repaid upon the closing of this offering out of the $950,000of offering proceeds that has been allocated to the payment of offering expenses.

In addition,in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of oursponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete ourinitial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close,we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trustaccount would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00per unit at the option of the lender. The units would be identical to the private units. Except as set forth above, the terms of suchloans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initialbusiness combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do notbelieve third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in ourtrust account.

DIVIDENDPOLICY

We have notpaid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial businesscombination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirementsand general financial condition subsequent to completion of our initial business combination. Further, if we incur any indebtedness,our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of anycash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Ifwe increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend orshare contribution back to capital or other appropriate mechanism immediately prior to the consummation of this offering in such amountas to maintain the number of founder shares at 20.0% of our issued and outstanding common stock upon the consummation of this offering(not including the shares of common stock underlying the Underwriter Units, the shares of common stock underlying the private units,or the shares of common stock underlying the units issuable upon conversion of working capital loans). Further, if we incur any indebtednessin connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we mayagree to in connection therewith.

DILUTION

The differencebetween the public offering price per share of common stock, assuming no value is attributed to the warrants included in the units weare offering pursuant to this prospectus, or to the private warrants, the $11.50 Exercise Price Warrants, the $15 Exercise Price Warrants,or the warrants included in the Underwriter Units, and the pro forma net tangible book value per share of our common stock after thisoffering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the saleand exercise of warrants, including the private warrants, the $11.50 Exercise Price Warrants and the $15 Exercise Price Warrants andthe warrants included in the Underwriter Units, which would cause the actual dilution to the public stockholders to be higher, particularlywhere a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, whichis our total tangible assets less total liabilities (including the value of shares of common stock which may be redeemed for cash), bythe number of shares of outstanding common stock.

At December 31,2021, our net tangible book deficit was $3,272, orapproximately $0 per share of common stock. After giving effect to the sale of 7,000,000 shares of common stock included in the unitswe are offering by this prospectus (or 8,050,000 shares of common stock if the underwriters’ over-allotment option is exercisedin full), the private placement of private units, the $11.50 Exercise Price Warrants and the $15 Exercise Price Warrants and the deductionof underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at December 31, 2021 wouldhave been $1,521,728 or $0.83 per share (or $1,311,728 or $0.62 per share if the underwriters’ over-allotment option is exercisedin full), representing an immediate increase in net tangible book value (as decreased by the value of the 7,000,000 shares of commonstock that may be redeemed for cash, or 8,050,000 shares of common stock if the underwriters’ over-allotment option is exercisedin full) of $0.83 per share (or $0.62 if the underwriters’ over-allotment option is exercised in full) to our initial stockholdersas of the date of this prospectus and an immediate dilution to public stockholders from this offering of $9.17 per share (or $9.38 ifthe underwriters’ over-allotment option is exercised in full).

The followingtable illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants includedin the units, private units, the $11.50 Exercise Price Warrants, or the $15 Exercise Price Warrants:

For purposesof presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’over-allotment option) by $71,400,000 because holders of up to approximately 100% of our public shares may redeem their shares for apro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in thetrust account as set forth 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 earned on the funds held in thetrust account and not previously released to us to pay our taxes), divided by the number of shares of common stock sold in this offering.

The followingtable sets forth information with respect to our initial stockholders, holders of the Underwriter Shares and the public stockholders (assuming no exercise of the underwriters’over-allotment option):

The pro formanet tangible book value per share after the offering is calculated as follows:

⁽¹⁾Expenses applied against gross proceeds include offering expenses of $950,000 and underwriting commissions of $750,000 (excludingunits payable to the underwriters at the closing of this offering). See “Use of Proceeds.”

⁽²⁾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, initial stockholders, directors, executive officers, advisors ortheir affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to orfollowing the completion of our initial business combination. In the event of any such purchases of our shares prior to the completionof our initial business combination, the number of shares of common stock subject to redemption will be reduced by the amount of anysuch purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Permitted Purchasesof Our Securities.”

CAPITALIZATION

The followingtable sets forth our capitalization at December 31, 2021, and as adjusted to give effect to the filing of our amended and restated certificateof incorporation, the sale of our units in this offering and the sale of the private placement securities and the application of theestimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:

MANAGEMENT’SDISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a blank check company incorporated on December 23, 2020 asa Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganizationor similar business combination with one or more businesses. We have not selected any specific business combination target and we havenot, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination targetwith respect to an initial business combination with us. We may pursue an initial business combination target in any industry or geographicregion. We intend to focus our search for an initial business combination on companies within the financial services industry in NorthAmerica. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placementof the private placement securities, the proceeds of the sale of our shares in connection with our initial business combination (includingany cash received from the sale of common stock pursuant to forward purchase agreements or backstop agreements we may enter into followingthe consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or theowners of the target, or a combination of the foregoing.

The issuanceof additional shares in connection with a business combination to the owners of the target or other investors:

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

We expect to incursignificant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to completeour initial business combination will be successful.

Resultsof Operations and Known Trends or Future Events

We have neitherengaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activitiesand those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completionof our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalentsafter this offering. There has been no significant change in our financial or trading position and no material adverse change has occurredsince the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being apublic company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expectour expenses to increase substantially after the closing of this offering.

Liquidityand Capital Resources

Our liquidityneeds have been satisfied prior to the closing of this offering through the payment by our sponsor of $25,000 to cover certain of ouroffering costs in exchange for the issuance of the founder shares to our sponsor and $175,000 in loan from our sponsor.

We estimate that the net proceeds from the sale of the units in thisoffering, the sale of the private units for an aggregate purchase price of $550,000, the sale of the $11.50 Exercise Price Warrants foran aggregate of $3,950,000, and the sale of the $15 Exercise Price Warrants for an aggregate purchase price of $100,000, after deductingoffering expenses of approximately $950,000 and underwriting commissions of $750,000, will be $72,900,000 (or $83,400,000 if the underwriters’over-allotment option is exercised in full). $71,400,000 (or $82,110,000 if the underwriters’ over-allotment option is exercisedin full) will be held in the trust account. 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 under Rule 2a-7 under the InvestmentCompany Act which invest only in direct U.S. government treasury obligations. The remaining approximately $1,500,000 (or $1,290,000 ifover-allotment option is exercised in full) will not be held in the trust account. In the event that our offering expenses exceed ourestimate of $950,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intendto be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses areless than our estimate of $950,000, the amount of funds we intend to be held outside the trust account would increase by a correspondingamount.

We intendto use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust accountto complete our initial business combination. We may withdraw interest to pay our taxes. We estimate our annual franchise tax obligations,based on the number of shares of our common stock authorized and outstanding after the closing of this offering, to be $200,000, whichis the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from thisoffering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for thispurpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trustaccount. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent thatour equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceedsheld in the trust account will be used as working capital to finance the operations of the target business or businesses, make otheracquisitions and pursue our growth strategies.

Prior to the completion of our initial business combination, we willhave available to us the approximately $1,500,000 (or $1,290,000 if over-allotment option is exercised in full) of proceeds held outsidethe trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospectivetarget businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representativesor owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and completea business combination.

We do not believe we will need to raise additional funds followingthis offering in order to meet the expenditures required for operating our business prior to our initial business combination. However,if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial businesscombination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business priorto our initial business combination. 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 and directors may, but arenot obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts.In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trustaccount to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of suchloans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the privateunits. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior tothe completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliateof our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rightsto seek access to funds in our trust account.

We expect our primary liquidity requirements during that periodto include approximately $800,000 for legal, accounting, due diligence, travel and other expenses associated with structuring,negotiating and documenting successful business combinations; $62,500 for legal and accounting fees related to regulatory reportingrequirements; $116,000 for NASDAQ listing and filing fees; $180,000 for administrative services provided by our sponsor and/orits affiliates, including for office space, secretarial and administrative services provided to members of our management teamsubsequent to the closing of this offering; and approximately $341,500 (or $131,500 if the over-allotment option is exercised infull) for general working capital that will be used for miscellaneous expenses and reserves.

These amounts are estimates and may differ materially from our actualexpenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultantsto assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designedto keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorableto such target businesses) with respect to a particular proposed business combination, although we do not have any current intentionto do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount thatwould be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific businesscombination 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 continue searching for, or conducting due diligence with respect to, prospective targetbusinesses.

We do not believe we will need to raise additional funds followingthis offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifyinga target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amountnecessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing to complete ourinitial business combination, either because the transaction requires more cash than is available from the proceeds held in our trustaccount or because we become obligated to redeem a significant number of our public shares upon the closing of the business combination,in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend totarget businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale ofthe Underwriter Units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account,net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to completesuch proposed initial business combination. We may also obtain financing prior to the completion of our initial business combinationto fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination.There is no limitation on our ability to raise funds through the issuance of equity or equity- linked securities or through loans, advancesor other indebtedness in connection 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 applicable securities laws, we wouldonly complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete ourinitial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidatethe trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additionalfinancing in order to meet our obligations.

Controls and Procedures

We are not currently required to maintain an effective system of internalcontrols as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements ofthe Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated fileror an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered publicaccounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as definedin the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other publiccompanies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registeredpublic accounting firm attestation requirement.

Prior to the closing of this offering, we have not completed an assessment,nor has our independent registered 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, if necessary, to implementand test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls.A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that needimprovement in areas such as:

Because it will take time, management involvement and perhaps outsideresources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectationsfor our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularlyin the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer thanwe expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete,we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business’sinternal controls while performing their audit of internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering and the sale of the private placementsecurities held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less orin money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. governmenttreasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure tointerest rate risk.

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

As of December 31, 2021, we did not have any off-balance sheet arrangementsas 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 certainreporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBSAct will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded)companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with newor revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements asof public company effective dates.

Additionally, we are in the process of evaluating the benefits ofrelying on the other reduced reporting requirements 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 other things,(i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financialreporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non- emerging growth publiccompanies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adoptedby the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s reportproviding additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certainexecutive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’scompensation to median employee compensation. These exemptions will apply for a period of five years following the closing of this offeringor until we are no longer an “emerging growth company,” whichever is earlier.

PROPOSED BUSINESS

General

We are a newly organized blank check company formed as a Delawarecorporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarbusiness combination with one or more businesses. Throughout this prospectus we will refer to this as our initial business combination.We have not selected any specific business 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 business combination with us.

We intend to prioritize combinations where we see significant opportunityfor attractive risk adjusted investor returns driven by the dynamics of a public listing. Although we will not limit our search to anyparticular geography or industry, we will concentrate our efforts on identifying businesses in the financial services industry in NorthAmerica. We believe we can capitalize on the network and ability of our management team to identify, acquire, and manage a business.We intend to find a combination that can benefit from our experience, support infrastructure, and differentiated global network.

We will not constrain our search to specific industries or geographies.Our team has experience and contacts in many different industries within and outside financial services. If we find a quality combinationin an industry outside of financial services, we may choose to pursue that combination.

Business Strategy

The transformation from privately held to publicly listed can be acatalyst for acceleration in value creation for a company and its shareholders. Access to public market capital, PIPE investments, publiccompany status, and the currency of publicly traded shares are a few of the many benefits this transformation creates. Quality managementteams utilize these benefits to drive value creation. We will prioritize our search to find targets that we believe will derive an accelerationin value creation and attractive returns from these benefits.

Potential targets exhibit a broad range of business models and financialcharacteristics. From innovative and/or disruptive, high growth companies, to mature businesses with recurring revenues, solid profitability,and strong cash flows. We will seek to acquire established businesses that we believe are fundamentally sound and would benefit fromthe transformation to a public listing. We will prioritize our search where we believe our financial, operational, technological, strategicor managerial expertise can maximize value.

Successful innovation and/or disruption can bring outsized growthand consolidation opportunities as new products and services are adopted by the marketplace. Opportunities for successful innovationcan exist in both mature organizations and earlier-stage companies. We will look at earlier-stage companies that exhibit the potentialto change the industries in which they participate, and which offer the potential of sustained high levels of revenue growth with anarticulated path to profitability. We will also look for mature organizations in a broader group of sectors that are experiencing changesin this new era of the American business landscape.

While we will not limit our search to any business segment, we willfocus on financial services. Our team has significant experience in operating and investing in successful financial services companies.We believe we are well positioned to develop a compelling opportunity set of potential merger targets.

Key industry characteristics include potential or historical long-termorganic growth, growth through consolidation, and attractive competitive dynamics. Key business characteristics include a strong managementteam, high barriers to entry, and public market-ready scale. Key financial metrics include revenue growth, recurring revenues, and strongcash flow conversion.

Consistent with our focus, we intend to target financial servicesbusinesses that have strong management teams, differentiated products or services, potential or historical growth and an identified pathwayto long-term profitability. We believe that the extensive networks of our management team, board of directors and advisors will deliveraccess to a broad spectrum of opportunities across financial services and other sectors. In addition to any potential business candidateswe may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliatedsources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assetsor divisions.

Our Management Team

We will seek to capitalize on the financial services experienceand contacts of our management team. Our management team includes M. Wesley Schrader, our Chief Executive Officer, Larry Swets, Jr.,our Chairman, Emily Torres, our Chief Financial Officer, Hassan Baqar, Jeff Sutton, and Ryan Turner, members of our board ofdirectors, and D. Kyle Cerminara, our Senior Advisor.

Our management team is comprised of finance and investment and merchantbanking leaders with senior level transactional experience with a variety of experience and expertise in capital markets, asset management,financial product development, FinTech, insurance, InsureTech, entertainment, real estate, data and analytics, semiconductors, telecom,cleantech, healthcare, and oil and gas as well as experience as investors and entrepreneurs. Our management team has completed numerousgoing-public, mergers and acquisitions and financing transactions. Our team also has extensive experience in operating public and privatefinancial services companies, serving on both public and private company boards of directors, including financial institutions and insurancecompanies, strong knowledge and experience in financial, legal and regulatory matters, initial public offerings, and private equity andventure capital.

We believe that these networks of contacts and relationships willprovide us with an important source of potential initial business combination targets. In addition, we anticipate that target businesscandidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equitygroups, investment banking firms, consultants, accounting firms and large business enterprises. Upon the closing of this offering, membersof our management team will communicate with these networks of relationships to articulate the parameters for our search for a targetbusiness and a potential business combination and begin the process of pursuing and reviewing promising leads.

M. Wesley Schrader has served as our Chief Executive Officesince January 2022 and will serve as a Director upon the closing of this offering. Mr. Schrader has over 25 years of experience encompassingboth non-executive and executive roles. Mr. Schrader founded Waverider Partners LLC, an advisory and investment firm, in 2021 and hasserved as its managing member since inception. Mr. Schrader founded Capital MW LLC, a management consulting firm, in 2008 and has servedas its managing member since inception. Mr. Schrader serves as Senior Advisor to Columbine Logging, Inc. d/b/a Columbine Corporation,a privately held company, where he served as Chief Executive Officer from March 2018 to December 2021. Mr. Schrader served as Directorof Eagle Energy Inc. (TSX: EGL) from June 2018 to February 2019. Mr. Schrader also served as a Director of Littleton Public Schools Foundationfrom November 2014 - June 2019.

Previously, Mr. Schrader has held various executive and managementpositions, primarily focused on corporate development and finance. Mr. Schrader holds a Bachelor of Science in Electrical Engineeringfrom Valparaiso University, a Master of Business in Administration from the University of Denver, and a Master of Science in Financefrom the University of Denver.

Emily Torres has served as our Chief Financial Officer sinceJanuary 2022. Ms. Torres has over ten years of experience in various financial roles including financial planning and analysis and financialreporting in the professional services industry as well as public companies. Ms. Torres has served as Director of Finance of FG FinancialGroup, Inc. (NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance,investment management and real estate holding company, since November 2021. Her prior experience includes financial expense planning atMayer Brown LLP, an international law firm, from August 2015 to November 2021, as well as financial analysis and reporting at KingswayFinancial Services Inc. (NYSE: KFS) (“Kingsway”) from July 2011 to July 2015. Ms. Torres obtained her Bachelor’s degreein Finance from the University of Notre Dame in 2011.

Larry G. Swets, Jr. will serve as the Chairmanof the board of dircetors upon the closing of this offering. Mr. Swets has over 25 years of experience within financial servicesencompassing both non-executive and executive roles. Mr. Swets founded Itasca Financial LLC, an advisory and investment firm, in2005 and has served as its managing member since inception. Mr. Swets also founded and is the President of Itasca Golf Managers,Inc., a management services and advisory firm focused on the real estate and hospitality industries, in August 2018. Mr. Swets hasserved as the Chief Executive Officer of FG Financial Group, Inc. (NASDAQ: FGF) (formerly 1347 Property Insurance Holdings, Inc.),which operates as a diversified reinsurance, investment management and real estate holding company, since November 2020, afterhaving served as Interim CEO from June 2020 to November 2020. Mr. Swets has also served as Chief Executive Officer of FG New AmericaAcquisition II Corp., a special purpose acquisition company in the process of going public and focused on merging with a company inthe InsureTech, FinTech, broader financial services and insurance sectors since February 2021. Mr. Swets is a member of the board ofdirectors of FG Financial Group, Inc. (NASDAQ: FGF) since November 2013; GreenFirst Forest Products Inc. (TSXV: GFP), a publiccompany focused on investments in the forest products industry since June 2016; Harbor Custom Development, Inc. (Nasdaq: HCDI) sinceFebruary 2020; Ballantyne Strong, Inc. (NYSE American: BTN) since October 2021; Alexian Brothers Foundation since March 2018; andUnbounded Media Corporation since June 2019. Mr. Swets is also the Chief Executive Officer and a member of the board of directors ofFG Acquisition Corp., a Canadian special purpose acquisition company currently in the process of completing its initial publicoffering and which is focused on searching for a target company in the financial services sector.

Previously, Mr. Swets served asa Director and Chief Executive Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which mergedwith OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit,from July 2020 to July 2021. From April 2021 to December 2021, Mr. Swets also served as Senior Advisor to Aldel Financial Inc., a specialpurpose acquisition company, which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the globalautomotive enthusiast market. Mr. Swets served as Chief Executive Officer of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly ItascaCapital Ltd.) from June 2016 to June 2021. Mr. Swets served as the Chief Executive Officer of Kingsway Financial Services Inc. (NYSE:KFS) from July 2010 to September 2018, including as its President from July 2010 to March 2017. Mr. Swets served as a director of InsuranceIncome Strategies Ltd. from October 2017 to December 2021. He also previously served as a member of the board of directors of LimbachHoldings, Inc. (NASDAQ: LMB) from July 2016 to August 2021; Kingsway Financial Services Inc. (NYSE: KFS) from September 2013 to December2018; Atlas Financial Holdings, Inc. (Nasdaq: AFH) from December 2010 to January 2018; FMG Acquisition Corp. (Nasdaq: FMGQ) from May 2007to September 2008; United Insurance Holdings Corp. from 2008 to March 2012; and Risk Enterprise Management Ltd. from November 2007 toMay 2012.

Prior to founding Itasca FinancialLLC, Mr. Swets served as an insurance company executive and advisor, including the role of director of investments and fixed income portfoliomanager for Lumbermens Mutual Casualty Company, formerly known as Kemper Insurance Companies. Mr. Swets began his career in insuranceas an intern in the Kemper Scholar program in 1994. Mr. Swets earned a Master’s Degree in Finance from DePaul University in 1999and a Bachelor’s Degree from Valparaiso University in 1997. He is a member of the Young Presidents’ Organization and holdsthe Chartered Financial Analyst (CFA) designation.

HassanR. Baqar has served as our Director since December 2021. Mr. Baqar has over 20 years of experience within financial servicesfocused on corporate development, mergers & acquisitions, capital raising, investments and real estate transactions. Mr. Baqar hasserved as the founder and managing member of Sequoia Financial LLC, a financial services and advisory firm, since January 2019. Mr. Baqarhas also served as Chief Financial Officer since August 2021 and Executive Vice President since December 2021 of FG Financial Group, Inc.(NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance, investment managementand real estate holding company, as Chief Financial Officer of FG New America Acquisition II Corp., a special purpose acquisition companyin the process of going public and focused on merging with a company in the InsureTech, FinTech, broader financial services and insurancesectors since February 2021, as Chief Financial Officer of Insurance Income Strategies Ltd., a former Bermuda based reinsurance companyfrom October 2017 to December 2021, as a director of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a publiccompany focused on investments in the forest products industry from August 2019 to December 2021 and as Chief Financial Officer of GreenFirstForest Products Inc. from June 2016 to December 2020, as a director of Fundamental Global Reinsurance Ltd., a Cayman Islands reinsurancecompany since June 2020, and as a director and Chief Financial Officer of Unbounded Media Corporation since June 2019. Since October 2021,Mr. Baqar is also the Chief Financial Officer and a member of the board of directors of FG Acquisition Corp., a Canadian special purposeacquisition company currently in the process of completing its initial public offering and which is focused on searching for a targetcompany in the financial services sector.

Mr. Baqar served as Chief Financial Officer for Aldel Financial Inc.(NYSE: ADF) from January 2021 to December 2021, a special purpose acquisition company which merged with Hagerty, Inc. (NYSE: HGTY), a leadingspecialty insurance provider focused on the global automotive enthusiast market. From July 2020 to July 2021, Mr. Baqar served as ChiefFinancial Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which merged with OppFi Inc.(NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit. Previously,he served as Vice President of Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”) from January 2014 to January 2019and as a Vice President of Kingsway’s subsidiary Kingsway America Inc. from January 2010 to January 2019. Mr. Baqar also servedas Chief Financial Officer and director of 1347 Capital Corp. from April 2014 to July 2016, a special purpose acquisition company whichmerged with Limbach Holdings, Inc. (NASDAQ: LMB). Mr. Baqar served as a member of the board of directors of FG Financial Group, Inc. (NASDAQ:FGF) from October 2012 to May 2015. He also served as the Chief Financial Officer of United Insurance Holdings Corp. (NASDAQ: UIHC), aproperty and casualty insurance holding company, from August 2011 to April 2012.

His previous experience also includes director of finance at ItascaFinancial, LLC from 2008 to 2009 and positions held at Lumbermens Mutual Casualty Company (a Kemper Insurance company), a diversifiedmutual property-casualty insurance provider, from June 2000 to April 2008, where he most recently served as a senior analyst. Mr. Baqarearned a Master’s Degree in Business Administration from Northeastern Illinois University in 2009 and a Bachelor’s Degreein Accounting and Business Administration from Monmouth College in 2000. He also holds a Certified Public Accountant designation.

Jeff L. Sutton will serve as a Director upon the closing ofthis offering. Mr. Sutton has over 20 years’ experience as an institutional investor, founder, chief operating officer, and chiefcompliance officer of several financial services businesses.

Mr. Sutton is Chief Operating Officer of Fundamental Global, a privatepartnership focused on long-term strategic holdings, a position he has held since October 2015. In this role, Mr. Sutton manages FundamentalGlobal’s daily operations and provides ongoing analysis and advice to its holdings, primarily including FG Financial Group, Inc.(NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance and investment managementcompany; Ballantyne Strong, Inc. (NYSE American: BTN), a holding company with diverse business activities focused on serving the entertainmentand retail markets; and BK Technologies Corp. (NYSE American: BKTI), a provider of two-way radio communications equipment. During histenure with Fundamental Global, Mr. Sutton has worked with two special purpose acquisition companies, including FG New America AcquisitionCorp. (NYSE: FGNA), which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everydayconsumers gain access to credit; and Aldel Financial, Inc. (NYSE: ADF), which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialtyinsurance provider focused on the global automotive enthusiast market. Mr. Sutton has been a member of the Board of Managers of FundamentalGlobal Asset Management, LLC, a joint venture between Fundamental Global and FG Financial Group that was formed to sponsor investmentmanagers and the launch of their products and services, since August 2021. Mr. Sutton also founded ValueTree Investments in 2009, whichis a registered investment advisor in the State of North Carolina, and which manages a focused small-cap value investing strategy.

Previously Mr. Sutton was Chief Compliance Officer of Fundamental Globalfrom October 2015 to August 2021; Chief Compliance Officer of StrongVest Global Advisors, a registered investment advisor that sponsoredthe StrongVest ETF Trust, which was an open-end management investment company, from July 2016 to March 2021; and Chief Compliance Officerof CWA Asset Management Group, a registered investment advisor from October 2015 to January 2021. Prior to joining Fundamental Globaland to founding ValueTree Investments, Mr. Sutton was an analyst at Maiden Capital, a long-short equity hedge fund, from July 2008 toApril 2009; a project manager at Pittco Management, the family office of J.R. “Pitt” Hyde, III, the founder of AutoZone, fromJuly 2004 to May 2006; an associate at SSM Ventures, a Southeastern private equity firm, from December 2001 to June 2004; and an analystat Morgan Keegan, an investment bank, from July 2000 to November 2001.

Mr. Sutton earned a Master of Business Administration degree from theDarden School of Business at the University of Virginia, where he was appointed the Senior Portfolio Manager of the Darden Fund, a student-runinvestment fund focused on small-cap equities. He graduated summa cum laude with two Bachelor of Arts degrees from Rhodes College,with majors in International Business and in French, where he was also a member of the Phi Beta Kappa Society and of the Omicron DeltaKappa national honor society. Mr. Sutton served as a member of the Rhodes College Alumni Executive Board from 2011 to 2014, and he hasheld the Chartered Financial Analyst (CFA) designation since 2003.

Ryan Turner will serve as a Director upon the closing of thisoffering. Mr. Turner has spent over 20 years in the financial services industry. His experience includes equity research, portfolio management,strategic investments, public company directorship, mergers and acquisitions, special situations, business development and operations. 

Mr. Turner has been a Managing Director of Fundamental Global sinceMay 2020. In this capacity he has worked with companies including FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisitioncompany which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumersgain access to credit. Also, Aldel Financial Inc. (NYSE: ADF), a special purpose acquisition company, which merged with Hagerty (NYSE:HGTY), a leading specialty insurance provider focused on the global automobile enthusiast market. 

At Ballantyne Strong (NYSE American: BTN) Mr. Turner was the Vice Presidentof Strategic Investments from September 2016 to May 2020 and Director of Business Development from July 2015 to September 2016. He servedas President of StrongVest Global Advisors from December 2016 to September 2019.

Previous roles at Fundamental Global include Director of Research andAssociate Portfolio Manager, from October 2014 to July 2015, and Research Analyst, from April 2012 to September 2014. He was an AssociateAnalyst at T. Rowe Price (NASDAQ: TROW) from February 2006 to March 2012, and a Business Analyst at AST Trust Company from May 2002 toJanuary 2006.

Mr. Turner served on the board of directors of BK Technologies Corp.(NYSE American: BKTI) from March 2017 to May 2020.

Mr. Turner received an MBA degree from the Robert H. Smith School ofBusiness at the University of Maryland and a B.S. in Finance and Accounting from the Eller College of Management at the University ofArizona. Mr. Turner holds the Chartered Financial Analyst (CFA) designation.

D. Kyle Cerminara will serveas a Senior Advisor upon the closing of this offering. Mr. Cerminara has over 20 years’ experience as an institutional investor,asset manager, director, chief executive, founder and operator of multiple financial services and technology businesses. Mr. Cerminaraco-founded Fundamental Global in 2012 and serves as its Chief Executive Officer.

Mr. Cerminara is a member of theboard of directors of a number of companies focused in the reinsurance, investment management, technology and communication sectors, includingFG Financial Group, Inc. (NASDAQ: FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsuranceand investment management company, since December 2016; BK Technologies Corporation (NYSE American: BKTI), a provider of two-way radiocommunications equipment, since July 2015; Ballantyne Strong, Inc. (NYSE American: BTN), a holding company with diverse business activitiesfocused on serving the entertainment and retail markets, since February 2015; and Firefly Systems Inc., a venture- backed digital advertisingcompany, since August 2020. Mr. Cerminara is President and will serve as a director of FG New America Acquisition II Corp., a specialpurpose acquisition company currently in the process of completing its initial public offering and which is focused on searching for atarget company in the financial services and insurance industries, and he is also the chairperson of the board of directors of FG AcquisitionCorp., a Canadian special purpose acquisition company currently in the process of completing its initial public offering and which isfocused on searching for a target company in the financial services sector.

Mr. Cerminarawas appointed Chairman of FG Financial Group, Inc. in May 2018 and served as its Principal Executive Officer from March 2020 to June 2020.From April 2021 to December 2021, Mr. Cerminara served as a director of Aldel Financial Inc. (NYSE: ADF), a special purpose acquisitioncompany co-sponsored by Fundamental Global, which merged with Hagerty, a leading specialty insurance provider focused on the global automotiveenthusiast market. From July 2020 to July 2021, Mr. Cerminara served as Director and President of FG New America Acquisition Corp. (NYSE:FGNA), a special purpose acquisition company, which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform thatpowers banks to help everyday consumers gain access to credit. Mr. Cerminara has served as the Chairman of Ballantyne Strong, Inc. sinceMay 2015 and previously served as its Chief Executive Officer from November 2015 through April 2020. Mr. Cerminara was the Chairman ofBK Technologies Corporation from March 2017 until April 2020. He served on the board of directors of GreenFirst Forest Products Inc. (TSXV:GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry, from June 2016 to October2021 and was appointed Chairman from June 2018 to June 2021; Limbach Holdings, Inc. (NASDAQ: LMB), a company which provides building infrastructureservices, from March 2019 to March 2020; Iteris, Inc. (NASDAQ: ITI), a publicly-traded, applied informatics company, from August 2016to November 2017; Magnetek, Inc., a publicly-traded manufacturer, in 2015; and blueharbor bank, a community bank, from October 2013 toJanuary 2020. He served as a Trustee and President of StrongVest ETF Trust, which was an open-end management investment company, fromJuly 2016 to March 2021. Previously, Mr. Cerminara served as the Co-Chief Investment Officer of CWA Asset Management Group, LLC, a positionhe held from January 2013 to December 2020.

Prior to these roles, Mr. Cerminarawas a Portfolio Manager at Sigma Capital Management, an independent financial adviser, from 2011 to 2012, a Director and Sector Head ofthe Financials Industry at Highside Capital Management from 2009 to 2011, and a Portfolio Manager and Director at CR Intrinsic Investorsfrom 2007 to 2009. Before joining CR Intrinsic Investors, Mr. Cerminara was a Vice President, Associate Portfolio Manager and Analystat T. Rowe Price (NASDAQ: TROW) from 2001 to 2007, where he was named amongst Institutional Investor’s Best of the Buy Side Analystsin November 2006, and an Analyst at Legg Mason from 2000 to 2001.

Mr. Cerminara received an MBA degree from the Darden Graduate Schoolof Business at the University of Virginia and a B.S. in Finance and Accounting from the Smith School of Business at the University ofMaryland, where he was a member of Omicron Delta Kappa, an NCAA Academic All American and Co-Captain of the men’s varsity tennisteam. He also completed a China Executive Residency at the Cheung Kong Graduate School of Business in Beijing, China. Mr. Cerminara holdsthe Chartered Financial Analyst (CFA) designation.

The past performance of our management team or their respective affiliatesis not a guarantee of either:

(i)       success with respectto any business combination we may consummate; or (ii) that we will be able to identify a suitable candidate for our initial businesscombination. You should not rely on the historical record of our management team’s or their respective affiliates’ performanceas indicative of any future performance.

For more information on the experience and background of our managementteam, see the section entitled “Management.”

Business Combination Criteria

Consistent with our business strategy, we have identified the followinggeneral criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteriaand guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combinationwith a target business that does not meet these criteria and guidelines. We intend to seek to acquire companies within industries thatexhibit strong characteristics including, but not limited to, the following:

These criteria are not intended to be exhaustive. Any evaluation relatingto the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as wellas other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into ourinitial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the targetbusiness does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussedin this prospectus, would be in the form of proxy solicitation materials or tender offer documents, as applicable, that we would filewith the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among otherthings, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities,as well as reviewing financial and other information which will be made available to us.

The time required to select and evaluate a target business and tostructure and complete our initial business combination, and the costs associated with this process, are not currently ascertainablewith any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospectivetarget business with which our initial business combination is not ultimately completed will result in our incurring losses and willreduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of ourmanagement team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Initial Business Combination

NASDAQ rules and our amended and restated certificate of incorporationrequire that we must consummate an initial business combination with one or more operating businesses or assets with a fair market valueequal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes,if permitted). Our board of directors will make the determination as to the fair market value of our initial business combination. Ifour board of directors is not able to independently determine the fair market value of our initial business combination, we will obtainan opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to thesatisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determinationof the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with thebusiness of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

We anticipate structuring our initial business combination so thatthe post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets ofthe target business or businesses. We may, however, structure our initial business combination such that the post- transaction companyowns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the targetmanagement team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction companyowns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the targetsufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns or acquires 50% or more of the voting securities of thetarget, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company,depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transactionin which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case,we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequentto our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are ownedor acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be takeninto account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business,the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not presently engaged in, and we will not engage in, any operationsfor an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from theproceeds of this offering and the private placement of the private placement securities, the proceeds of the sale of our shares in connectionwith our initial business combination (including any cash received from the sale of securities pursuant to forward purchase agreementsor backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of thetarget, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to completeour initial business combination with a company or business that may be financially unstable or in its early stages of development orgrowth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debtsecurities, or not all of the funds released from the trust account are used for payment of the consideration in connection with ourinitial business combination or used for redemptions of our common stock, we may apply the balance of the cash released to us from thetrust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, thepayment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase ofother companies or for working capital.

We have not selected any specific business combination target andwe have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combinationtarget with respect to an initial business combination with us. Accordingly, there is no current basis for investors in this offeringto evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination.Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure youthat this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risksmay be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affecta target business.

We may need to obtain additional financing to complete our initialbusiness combination, either because the transaction requires more cash than is available from the proceeds held in our trust accountor because we become obligated to redeem a significant number of our public shares upon the closing of the business combination, in whichcase we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on ourability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangementor understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence ofdebt or otherwise.

Prior to the date of this prospectus, we will file a RegistrationStatement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, asamended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We haveno current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent tothe consummation of our initial business combination.

Sourcing of Potential Initial Business Combination Targets

We believe our management team’s significant operating and transactionexperience and relationships will provide us with a substantial number of potential initial business combination targets. Over the courseof their careers, the members of our management team and our directors and advisors have developed a broad network of contacts and corporaterelationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has grown throughthe activities of our management team sourcing, acquiring and financing businesses, the reputation of our management team for integrityand fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactionsunder varying economic and financial market conditions. In addition, members of our management team have developed contacts derived directlyfrom serving on the boards of directors of several public and private companies.

This network has provided our management team with a flow of referrals,which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited toparticipate in the sale process. We believe that this network will provide us with multiple investment opportunities. In addition, weanticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participantsin our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets ordivisions.

While we do not presently anticipate engaging the services of professionalfirms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individualsin the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’slength negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that theuse of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basiswith a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarilytied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event,however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’sfee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completionof our initial business combination (regardless of the type of transaction). In addition, commencing on the date of this prospectus,we will pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our managementteam. Any such payments prior to our initial business combination will be made from funds held outside the trust account. Other thanthe foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or othercompensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connectionwith any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction).

We are not prohibited from pursuing an initial business combinationwith a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through ajoint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete aninitial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee ofindependent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuationor appraisal firm stating that such an initial business combination is fair to our company from a financial point of view.

Members of our management team and our independent directors and theiraffiliates will directly or indirectly own founder shares and/or private placement securities following this offering and, accordingly,may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuateour initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluatinga particular business combination if the retention or resignation of any such officers and directors was included by a target businessas a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of themin the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or directoris or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directorsbecomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary orcontractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunityto such other entity. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporateopportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacityas a director or officer of the company 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 that opportunity to us withoutviolating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officersor directors will materially affect our ability to complete our initial business combination.

Certain of our directors formed and are also actively engaged in FGNew America Acquisition II Corp. and FG Acquisition Corp., special purpose acquisition companies that are in the process of completingtheir initial public offerings as of the date of this prospectus. In addition, our sponsor and our officers and directors may sponsoror form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the periodin which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflictsof interest in pursuing an initial business combination.

However, we do not believe that any such potential conflicts wouldmaterially affect our ability to complete our initial business combination.

Financial Position

With funds available for a business combination initially in the amountof $71,400,000 (assuming no redemptions) (or $82,110,000 (assuming no redemptions) if the underwriters’ over-allotment option isexercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capitalfor the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we areable to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we havethe flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target businessto fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it willbe available to us.

Lack of Business Diversification

For an indefinite period of time after the completion of our initialbusiness combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike otherentities that have the 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 of business. By completingour initial business combination with only a single entity, our lack of diversification may:

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospectivetarget business when evaluating the desirability of effecting our initial business combination with that business, our assessment ofthe target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills,qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in thetarget business cannot presently be stated with any certainty. The determination as to whether any of the members of our management teamwill remain with the combined company will be made at the time of our initial business combination. While it is possible that one ormore of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely thatany of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assureyou that members of our management team will have significant experience or knowledge relating to the operations of the particular targetbusiness.

We cannot assure you that any of our key personnel will remain insenior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remainwith the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additionalmanagers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruitadditional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbentmanagement.

Stockholders May Not Have the Ability to Approve Our Initial BusinessCombination

We may conduct redemptions without a stockholder vote pursuant tothe tender offer rules of the SEC subject to the provisions of our amended and restated certificate of incorporation. However, we willseek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval forbusiness or other legal reasons.

Presented in the table below is a graphic explanation of the typesof initial business combinations we may consider and whether stockholder approval is currently required under Delaware law for each suchtransaction.

Under NASDAQ’s listing rules, stockholder approval wouldbe required for our initial business combination if, for example:

The decision as to whether we will seek stockholderapproval of a proposed business combination in those instances in which stockholder approval is not required by applicable law or stockexchange rule will be made by us, solely in our discretion, and will be based on business and other reasons, which include a varietyof factors, including, but not limited to:

Permitted Purchases of Our Securities

If we seek stockholder approval of our initial business combinationand we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial business combination. Thereis no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in suchtransactions, subject to compliance with applicable law and NASDAQ rules. However, other than as expressly stated herein, our initialstockholders have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditionsfor any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any materialnon-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, initial stockholders, directors, officers,advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected toexercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under theExchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determineat the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of any such purchases of shares could be to (i) vote suchshares in favor of the business combination 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 or a certain amountof cash at the completion of our initial business combination, where it appears that such requirement would otherwise not be met. Thepurpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrantson any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchasesof our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float”of our common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which maymake it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, initial stockholders, officers, directors and/or theiraffiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors or their affiliatesmay pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requestssubmitted by stockholders (in the case of 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 private purchase, they wouldidentify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata shareof the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxywith respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting relatedto our initial business combination. 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 that they may deem relevant,and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violateSection 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Redemption Rights for Public Stockholders upon the Completion ofOur Initial Business Combination

We will provide our public stockholders with the opportunity to redeemall or a portion of their shares of common stock upon the completion of our initial business combination at a per-share price, payablein cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummationof the initial business combination, including interest earned on the funds held in the trust account (which interest shall be net oftaxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.The amount in the trust account is initially anticipated to be $10.20 per public share. Our initial stockholders, sponsor, officers anddirectors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respectto any founder shares and public shares they may hold in connection with the completion of our initial business combination.

Limitations on Redemptions

Our amended and restated certificate of incorporation will providethat in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Inaddition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to thetarget or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy otherconditions. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validlysubmitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combinationexceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connectionwith such initial business combination, and all shares of common stock submitted for redemption will be returned to the holders thereof.We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connectionwith our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into followingconsummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeemall or a portion of their public shares 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 tender offer. The decisionas to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made byus, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms ofthe transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements.

Asset acquisitions and stock purchases would not typically requirestockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20%of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.So long as we obtain and maintain a listing for our securities on NASDAQ, we will be required to comply with NASDAQ’s stockholderapproval rules.

The requirement that we provide our public stockholders with the opportunityto redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificateof incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on NASDAQ. Such provisionsmay be amended if approved by holders of 65% of our common stock entitled to vote thereon. If we amend such provisions of our amendedand restated certificate of incorporation, we will provide our public stockholders with the opportunity to redeem their public sharesin connection with a stockholder meeting.

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

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted (or such greater number of shares as is required by applicable law) are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. The shares of common stock held by our initial stockholders and holders of Underwriter Shares will count towards this quorum and our sponsor, officers and directors and the underwriters have agreed to vote any founder shares, private shares and Underwriter 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. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to the founder shares, the private shares and the Underwriter Shares, we would need only 370,001, or approximately 5.29%, of the 7,000,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares are voted and the Underwriter Shares are voted in favor of the transaction) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). This voting threshold, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.

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

In the event we conduct redemptions pursuant to the tender offer rules,our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we willnot be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tenderoffer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be basedon the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001.If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initialbusiness combination.

Upon the public announcement of our initial business combination,if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordancewith Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 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 their shares in “street name,” to, at the holder’s option,either deliver their 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 the proxy materials ortender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote onthe proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote,we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption toour transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxymaterials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initialbusiness combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. We believe thatthis will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from theredeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed initial businesscombination is not approved and we continue to search for a target company, we will promptly return any certificates or shares deliveredby public stockholders who elected 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 that would cause our net tangible assets to be less than $5,000,001. Inaddition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to thetarget or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy otherconditions. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validlysubmitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combinationexceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connectionwith such initial business combination, and all shares of common stock submitted for redemption will be returned to the holders thereof.We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connectionwith our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into followingconsummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Limitation on Redemption Upon Completion of Our Initial BusinessCombination If We Seek Stockholder Approval

If we seek stockholder approval of our initial business combinationand we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amendedand restated certificate of incorporation provides that a public stockholder, together with any affiliate such stockholder or any otherperson with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We believe this restrictionwill discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability toexercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their sharesat a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholderholding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’sshares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent,we believe we will limit the 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 a closing condition thatwe have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders’ abilityto vote all of their shares (including Excess Shares) for or against our initial business combination.

Delivering Stock Certificates in Connection with the Exerciseof Redemption Rights

As described above, we intend to require our public stockholders seekingto exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’soption, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically usingThe Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materialsor tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the voteon the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholdervote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemptionto our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxymaterials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initialbusiness combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, apublic stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials,or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tenderits shares if it wishes to seek to exercise its redemption rights. In the event that a stockholder fails to comply with these or anyother procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relativelyshort exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced processand the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the brokersubmitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on tothe redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemptionrights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of thetiming of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn atany time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a holder of a publicshare delivered its certificate 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 the certificate (physicallyor electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shareswill be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed forany reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their sharesfor the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by publicholders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 18 months from the closing of this offering, or 21 months from the closing of this offering if we have entered into a letter of intent with a target business for a business combination within 18 months from the closing of this offering and such business combination has not yet been consummated within such 18-month period.

Redemption of Public Shares and Liquidation if No Initial BusinessCombination

Our amended and restated certificate of incorporation provides that we will have only 18 months from the closing of this offering to complete our initial business combination or 21 months from the closing of this offering if we have entered into a letter of intent with a target business for a business combination within 18 months from the closing of this offering and such business combination has not yet been consummated within such 18-month period. If we are unable to complete our initial business combination within such 18-month period (or 21-month period, as applicable), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18-month time period (or 21-month period, as applicable).

Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing of this offering, or 21 months from the closing of this offering if we have entered into a letter of intent with a target business for a business combination within 18 months from the closing of this offering and such business combination has not yet been consummated within such 18-month period, or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders, sponsor or management team 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 to complete our initial business combination within the allotted 18-month time period (or 21-month period, as applicable).

Our initial stockholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or 21 months, as applicable) or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that wouldcause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessivenumber of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or therelated redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,500,000 (or $1,290,000 if over-allotment option is exercised in full) of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of this offering andthe sale of the private placement securities, other than the proceeds deposited in the trust account, and without taking into accountinterest, if any, earned on the 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 $10.20 (assuming no exercise of the underwriters’ over-allotmentoption). The proceeds deposited in 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 redemption amount received by stockholderswill not be substantially less than $10.20 (assuming no exercise of the underwriters’ over-allotment option). 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 to be madein full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution ofour remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficientto pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (otherthan our independent registered public accounting firm), prospective target businesses and other entities with which we do business executeagreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefitof our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements thatthey would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach offiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in orderto gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refusesto execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitivealternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that suchthird party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instanceswhere we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particularexpertise or skills are believed by management to be significantly superior to those of other consultants that would agree to executea waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters of this offeringand our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in thetrust account. In addition, 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 against the trust accountfor any reason. In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if andto the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which wehave entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce theamount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share heldin the trust account as of the date of the liquidation of the trust account, if less than $10.20 per public share due to reductions inthe value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third partyor prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not suchwaiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities,including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations,nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe thatour sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfythose obligations. As a result, 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 $10.20 per public share. In such event, we may not be able to completeour initial business combination, and you would receive such lesser amount per share in connection with any redemption of your publicshares. None of our officers 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 belowthe lesser of (i) $10.20 per 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 $10.20 per 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 indemnification obligations or that it has no indemnificationobligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsorto enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalfagainst our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising theirbusiness judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditorsthe actual value of the per-share redemption price will not be less than $10.20 per share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,500,000 (or $1,290,000 if over-allotment option is exercised in full) from the proceeds of this offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated 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 is insufficient, 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 $950,000, 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 outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $950,000, 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 the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributedto our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combinationwithin 18 months (or 21 months, as applicable) from the closing of this offering, is not considered a liquidating distribution underDelaware law and such redemption 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 the DGCL, the statute of limitationsfor claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case ofa liquidating distribution. If we are unable to complete our initial business combination within 18 months (or 21 months, as applicable)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 not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (which interestshall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstandingpublic shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right toreceive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject tothe approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligationsunder Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intentionto redeem our public shares as soon as reasonably possible following our 18^th month and, therefore, we do not intend to complywith those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received bythem (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b)of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing andpending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank checkcompany, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire,the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.As described above, 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 agreements with us waiving any right, title, interestor claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made againstus are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote.Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below(i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation ofthe trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxesand will not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, includingliabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsorwill not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petitionis filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, andmay be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.20 per share to ourpublic stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that isnot dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws aseither a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek torecover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciaryduty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages,by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims willnot 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 the redemption of our public shares if we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote.

Comparison of Redemption or Purchase Prices in Connection withOur Initial Business Combination and if We Fail to Complete Our Initial Business Combination.

The following table compares the redemptions and other permitted purchasesof public shares that may take place in connection with the completion of our initial business combination and if we are unable to completeour initial business combination within 18 months (or 21 months, as applicable) from the closing of this offering.

Comparison of This Offering to Those of Blank Check CompaniesSubject to Rule 419

The following table compares the terms of this offering to the termsof an offering by a blank check company 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 a company subject to Rule419, and that the underwriters will not exercise their over- allotment option. None of the provisions of Rule 419 apply to our offering.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies and blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources and relevant industry knowledge than us. Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing theacquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise theirredemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and thefuture dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may placeus at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently utilize office space at 105 S. Maple Street, Itasca,Illinois 60143 from our sponsor and the members of our management team. We consider our current office space adequate for our currentoperations.

Employees

We currently have two executive officers: M. Wesley Schrader, ourChief Executive Officer, and Emily Torres, our Chief Financial Officer. These individuals are not obligated to devote any specific numberof hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completedour initial business combination. The amount of time they will devote in any time period will vary based on whether a target businesshas been selected for our initial business combination and the stage of the business combination process we are in. We do not intendto have any full time employees prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

We will register our units, common stock and warrants under the ExchangeAct and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordancewith the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independentregistered public accountants.

We will provide stockholders with audited financial statements ofthe prospective target business as part of the proxy solicitation materials or tender offer documents sent to stockholders to assistthem in assessing the target 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 be required to be audited inaccordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesseswe may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclosesuch statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financialstatements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepareits financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, wemay not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates,we do not believe that 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 an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control 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 such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Prior to the date of this prospectus, we will file a RegistrationStatement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we willbe subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspendour reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from variousreporting requirements that are 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 Act reduceddisclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirementsof holding a non-binding advisory vote 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 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 “emerginggrowth company” can take advantage 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 the adoption of certainaccounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits ofthis 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 closing of this offering, (b) in which we have total annualgross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market valueof our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) thedate on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” asdefined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company untilthe last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of theend of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year andthe market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Legal Proceedings

There is no material litigation, arbitration or governmental proceedingcurrently pending against us or any members of our management team in their capacity as such.

MANAGEMENT

Officers, Directors, and Director Nominees

Our officers, directors, and director nominees are as follows:

M. Wesley Schrader, 47, has served as our Chief ExecutiveOffice since January 2022 and will serve as a Director upon the closing of this offering. Mr. Schrader has over 25 years ofexperience encompassing both non-executive and executive roles. Mr. Schrader founded Waverider Partners LLC, an advisory andinvestment firm, in 2021 and has served as its managing member since inception. Mr. Schrader founded Capital MW LLC, a managementconsulting firm, in 2008 and has served as its managing member since inception. Mr. Schrader serves as Senior Advisor to ColumbineLogging, Inc. d/b/a Columbine Corporation, a privately held company, where he served as Chief Executive Officer from March 2018 toDecember 2021. Mr. Schrader served as Director of Eagle Energy Inc. (TSX: EGL) from June 2018 to February 2019. Mr. Schrader alsoserved as a Director of Littleton Public Schools Foundation from November 2014 - June 2019.

Previously, Mr. Schrader has held various executive and managementpositions, primarily focused on corporate development and finance. Mr. Schrader holds a Bachelor of Science in Electrical Engineeringfrom Valparaiso University, a Master of Business in Administration from the University of Denver, and a Master of Science in Financefrom the University of Denver.

Larry G. Swets, Jr., 46, will serve as theChairman of the board of directors upon the closing of this offering. Mr. Swets has over 25 years of experience within financialservices encompassing both non-executive and executive roles. Mr. Swets founded Itasca Financial LLC, an advisory and investmentfirm, in 2005 and has served as its managing member since inception. Mr. Swets also founded and is the President of Itasca GolfManagers, Inc., a management services and advisory firm focused on the real estate and hospitality industries, in August 2018. Mr.Swets has served as the Chief Executive Officer of FG Financial Group, Inc. (NASDAQ: FGF) (formerly 1347 Property InsuranceHoldings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, since November2020, after having served as Interim CEO from June 2020 to November 2020. Mr. Swets has also served as Chief Executive Officer of FGNew America Acquisition II Corp., a special purpose acquisition company in the process of going public and focused on merging with acompany in the InsureTech, FinTech, broader financial services and insurance sectors since February 2021. Mr. Swets is a member ofthe board of directors of FG Financial Group, Inc. (NASDAQ: FGF) since November 2013; GreenFirst Forest Products Inc. (TSXV: GFP), apublic company focused on investments in the forest products industry since June 2016; Harbor Custom Development, Inc. (Nasdaq:HCDI) since February 2020; Ballantyne Strong, Inc. (NYSE American: BTN) since October 2021; Alexian Brothers Foundation since March2018; and Unbounded Media Corporation since June 2019. Mr. Swets is also the Chief Executive Officer and a member of the board ofdirectors of FG Acquisition Corp., a Canadian special purpose acquisition company currently in the process of completing its initialpublic offering and which is focused on searching for a target company in the financial services sector.

Previously, Mr. Swets served asa Director and Chief Executive Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which mergedwith OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit,from July 2020 to July 2021. From April 2021 to December 2021, Mr. Swets also served as Senior Advisor to Aldel Financial Inc., a specialpurpose acquisition company, which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the globalautomotive enthusiast market. Mr. Swets served as Chief Executive Officer of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly ItascaCapital Ltd.) from June 2016 to June 2021. Mr. Swets served as the Chief Executive Officer of Kingsway Financial Services Inc. (NYSE:KFS) from July 2010 to September 2018, including as its President from July 2010 to March 2017. Mr. Swets served as a director of InsuranceIncome Strategies Ltd. from October 2017 to December 2021. He also previously served as a member of the board of directors of LimbachHoldings, Inc. (NASDAQ: LMB) from July 2016 to August 2021; Kingsway Financial Services Inc. (NYSE: KFS) from September 2013 to December2018; Atlas Financial Holdings, Inc. (Nasdaq: AFH) from December 2010 to January 2018; FMG Acquisition Corp. (Nasdaq: FMGQ) from May 2007to September 2008; United Insurance Holdings Corp. from 2008 to March 2012; and Risk Enterprise Management Ltd. from November 2007 toMay 2012.

Prior to founding Itasca FinancialLLC, Mr. Swets served as an insurance company executive and advisor, including the role of director of investments and fixed income portfoliomanager for Lumbermens Mutual Casualty Company, formerly known as Kemper Insurance Companies. Mr. Swets began his career in insuranceas an intern in the Kemper Scholar program in 1994. Mr. Swets earned a Master’s Degree in Finance from DePaul University in 1999and a Bachelor’s Degree from Valparaiso University in 1997. He is a member of the Young Presidents’ Organization and holdsthe Chartered Financial Analyst (CFA) designation.

Emily Torres, 32, has served as our ChiefFinancial Officer since January 2022. Ms. Torres has over ten years of experience in various financial roles includingfinancial planning and analysis and financial reporting in the professional services industry as well as public companies. Ms.Torres has served as Director of Finance of FG Financial Group, Inc. (NASDAQ: FGF) (formerly known as 1347 Property InsuranceHoldings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, since November2021. Her prior experience includes financial expense planning at Mayer Brown LLP, an international law firm, from August 2015 toNovember 2021, as well as financial analysis and reporting at Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”)from July 2011 to July 2015. Ms. Torres obtained her Bachelor’s degree in Finance from the Universityof Notre Dame in 2011.

Hassan R. Baqar, 44, has served as our Director since December2021. Mr. Baqar has over 20 years of experience within financial services focused on corporate development, mergers & acquisitions,capital raising, investments and real estate transactions. Mr. Baqar has served as the founder and managing member of Sequoia FinancialLLC, a financial services and advisory firm, since January 2019. Mr. Baqar has also served as Chief Financial Officer since August 2021and Executive Vice President since December 2021 of FG Financial Group, Inc. (NASDAQ: FGF) (formerly known as 1347 Property InsuranceHoldings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, as Chief FinancialOfficer of FG New America Acquisition II Corp., a special purpose acquisition company in the process of going public and focused on mergingwith a company in the InsureTech, FinTech, broader financial services and insurance sectors since February 2021, as Chief Financial Officerof Insurance Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a director ofGreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest productsindustry from August 2019 to December 2021 and as Chief Financial Officer of GreenFirst Forest Products Inc. from June 2016 to December2020, as a director of Fundamental Global Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020, and as a director andChief Financial Officer of Unbounded Media Corporation since June 2019. Since October 2021, Mr. Baqar is also the Chief Financial Officerand a member of the board of directors of FG Acquisition Corp., a Canadian special purpose acquisition company currently in the processof completing its initial public offering and which is focused on searching for a target company in the financial services sector.

Mr. Baqar served as Chief Financial Officer for Aldel Financial Inc.(NYSE: ADF) from January 2021 to December 2021, a special purpose acquisition company which merged with Hagerty, Inc. (NYSE: HGTY), a leadingspecialty insurance provider focused on the global automotive enthusiast market. From July 2020 to July 2021, Mr. Baqar served as ChiefFinancial Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company which merged with OppFi Inc.(NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit. Previously,he served as Vice President of Kingsway Financial Services Inc. (NYSE: KFS) (“Kingsway”) from January 2014 to January 2019and as a Vice President of Kingsway’s subsidiary Kingsway America Inc. from January 2010 to January 2019. Mr. Baqar also servedas Chief Financial Officer and director of 1347 Capital Corp. from April 2014 to July 2016, a special purpose acquisition company whichmerged with Limbach Holdings, Inc. (NASDAQ: LMB). Mr. Baqar served as a member of the board of directors of FG Financial Group, Inc. (NASDAQ:FGF) from October 2012 to May 2015. He also served as the Chief Financial Officer of United Insurance Holdings Corp. (NASDAQ: UIHC), aproperty and casualty insurance holding company, from August 2011 to April 2012.

His previous experience also includes director of finance at ItascaFinancial, LLC from 2008 to 2009 and positions held at Lumbermens Mutual Casualty Company (a Kemper Insurance company), a diversifiedmutual property-casualty insurance provider, from June 2000 to April 2008, where he most recently served as a senior analyst. Mr. Baqarearned a Master’s Degree in Business Administration from Northeastern Illinois University in 2009 and a Bachelor’s Degreein Accounting and Business Administration from Monmouth College in 2000. He also holds a Certified Public Accountant designation.