Our warrants and founder shares may have an adverse effect on the market price of our Class A
common stock and make it more difficult to effectuate our business combination.
We issued warrants to purchase 14,950,000 shares
of our Class A common stock as part of the units offered in our initial public offering (including pursuant to the full exercise by the underwriters of their over-allotment option) and, simultaneous with the closing of our initial public
offering and the full exercise by the underwriters of their over-allotment option, we issued to our sponsor in a private placement an aggregate of 14,960,000 private placement warrants, each exercisable to purchase one share of Class A common
stock at $11.50 per share, subject to adjustment. Prior to our initial public offering, our sponsor purchased 8,625,000 founder shares in a private placement. On February 4, 2021, we effected a forward stock split that increased the number of
founder shares held by our sponsor from 8,625,000 to 11,500,000. In March and April 2021, our sponsor transferred 35,000 founder shares to each of our independent directors and to Darius Adamczyk, one of our advisors. On July 12, 2021, our
sponsor surrendered, for no consideration, an aggregate of 5,031,250 founder shares, which we canceled, resulting in an aggregate of 6,328,750 founder shares held by our sponsor and an aggregate of 6,468,750 founder shares outstanding. Immediately
prior to the consummation of our initial public offering, we effected a stock dividend with respect to our Class B common stock, resulting in an aggregate of 7,475,000 shares of Class B common stock outstanding. Up to 975,000 founder
shares were subject to forfeiture by our sponsor to the extent that the underwriters option to purchase additional units was not exercised in full or in part. The underwriters exercised their over-allotment option in full on November 8,
2021; thus, such 975,000 founder shares are no longer subject to forfeiture. The founder shares are convertible into shares of Class A common stock on
a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may
be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Our public warrants
are also redeemable by us for Class A common stock.
To the extent we issue shares of Class A common stock to effectuate a
business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target
business. Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the business combination. Therefore, our
warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.
The private placement warrants are identical to the warrants sold as part of the units in our initial public offering except that, so long as
they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless basis.
Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the
sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York 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 exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty
created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall
be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court
of the State of New York or the United States District Court for the Southern District of New York (a foreign action) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y) having service of process made
upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign action as agent for such warrant holder.
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