Cautionary Note Regarding Forward-Looking Statements





All statements other than statements of historical fact included in this Report
including, without limitation, statements in this section regarding our
financial position, business strategy and the plans and objectives of management
for future operations, are forward- looking statements. When used in this
Report, words such as "anticipate," "believe," "estimate," "expect," "intend"
and similar expressions, as they relate to us or our management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of our management, as well as assumptions made by, and information
currently available to, our management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain
factors detailed in our filings with the SEC. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.



The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the financial statements and the
notes thereto contained elsewhere in this Report.



Overview



We are a blank check company incorporated as a Delaware corporation and formed
for the purpose of effecting a business combination. We intend to effectuate our
initial business combination using cash from the proceeds of our initial public
offering and the private placement of the placement units, the proceeds of the
sale of our securities in connection with our initial business combination
(pursuant to backstop agreements we may enter into), our shares, debt or a
combination of cash, stock and debt.

The issuance of additional shares in connection with an initial business combination to the owners of the target or other investors:

? may significantly dilute the equity interest of our common stockholders, which

dilution would increase if the anti-dilution provisions in the Class B common

stock resulted in the issuance of shares of our Class A common stock on a

greater than one-to-one basis upon conversion of the Class B common stock;

? may subordinate the rights of holders of our common stock if preferred stock


    is issued with rights senior to those afforded our common stock;




                                       24

? could cause a change in control if a substantial number of shares of our

common stock is issued, which may affect, among other things, our ability to

use our net operating loss carry forwards, if any, and could result in the


    resignation or removal of our present officers and directors;

? may have the effect of delaying or preventing a change of control of us by

diluting the stock ownership or voting rights of a person seeking to obtain


    control of us; and

? may adversely affect prevailing market prices for our units, Class A common


    stock and/or warrants.

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

? default and foreclosure on our assets if our operating revenues after an

initial business combination are insufficient to repay our debt obligations;

? acceleration of our obligations to repay the indebtedness even if we make all

principal and interest payments when due if we breach certain covenants that

require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our immediate payment of all principal and accrued interest, if any, if the


    debt security is payable on demand;

? our inability to obtain necessary additional financing if the debt security

contains covenants restricting our ability to obtain such financing while the


    debt security is outstanding;




  ? our inability to pay dividends on our common stock;

? using a substantial portion of our cash flow to pay principal and interest on

our debt, which will reduce the funds available for dividends on our common

stock if declared, our ability to pay expenses, make capital expenditures and


    acquisitions, and fund other general corporate purposes;

? limitations on our flexibility in planning for and reacting to changes in our


    business and in the industry in which we operate;

? increased vulnerability to adverse changes in general economic, industry and


    competitive conditions and adverse changes in government regulation;

? limitations on our ability to borrow additional amounts for expenses, capital

expenditures, acquisitions, debt service requirements, and execution of our


    strategy; and

? other purposes and other disadvantages compared to our competitors who have


    less debt.




As indicated in the financial statements and the notes thereto contained
elsewhere in this Report, we had $180,109 held outside the trust account that is
available to us to fund our working capital requirements and $11,118,374 (which
takes into account the Additional Payment and collection by us of the
Overpayment Amount) held inside the trust account as of December 31, 2022.




Recent Developments



On February 28, 2023, we instructed Continental to liquidate
the investments held in the trust account and instead to hold the funds in the
trust account in an interest-bearing demand deposit account at Morgan Stanley,
with Continental continuing to act as trustee, until the earlier of the
consummation of our initial business combination or our liquidation. As a
result, following the liquidation of investments in the trust account, the
remaining proceeds from the initial public offering and private placement are no
longer invested in U.S. government securities or money market funds.



Results of Operations



For the years ended December 31, 2022 and 2021, we had net income of $9,386,738
and $72,832 and a loss from operations of $1,517,863 and $1,404,498,
respectively. The large increase in net income for 2022 versus 2021 is the
result of an increase in interest rates resulting in additional interest income
of $5,612,429 and $4,925,395 increase in income due to the change in the fair
value of the warranty liability. Since the consummation of our initial public
offering through December 31, 2022, our activity has been limited to the
evaluation of potential initial business combination candidates, and we will not
be generating any operating revenues until the closing and completion of our
initial business combination. We are incurring increased expenses as a result of
being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.



                                       25

Liquidity, Capital Resources and Going Concern


Prior to the consummation of our initial public offering, our only sources of
liquidity were an initial purchase of founder shares for $25,000 by the sponsor,
and a total of $100,000 of loans and advances by the sponsor.



On February 10, 2021, we consummated our initial public offering in which we
sold 41,400,000 units at a price of $10.00 per unit generating gross proceeds of
$414,000,000 before underwriting fees and expenses. Simultaneously with the
consummation of our initial public offering, we consummated the private
placement of 1,003,000 placement units, generating gross proceeds, before
expenses, of $10,030,000. Each placement unit consists of one share of Class A
common stock and one-fifth of one redeemable warrant. Each whole warrant
entitles the holder to purchase one share of Class A common stock at an exercise
price of $11.50 per whole share.



In connection with our initial public offering, we incurred offering costs of
$23,191,740 (including an underwriting fee of $8,280,000 and deferred
underwriting commissions of $14,490,000). Other incurred offering costs
consisted principally of formation and preparation fees related to our initial
public offering. A total of $414,000,000, comprised of $403,970,000 of the
proceeds from the initial public offering and $10,030,000 of the proceeds of the
private placement, was placed in the trust account, established for the benefit
of our public stockholders. Prior to the closing of our initial public offering,
the sponsor had made $100,000 in loans and advances to us. The loans and
advances were non-interest bearing and payable on the earlier of March 31, 2021
or the completion of our initial public offering. The loans of $100,000 were
fully repaid upon the consummation of our initial public offering on March

10,
2021.




On March 25, 2022, we executed the Promissory Note, a Working Capital Loan in
the form of a promissory note to the sponsor to loan us funds up to $1,500,000.
As of December 31, 2022, we had borrowed $475,000 and had $1,025,000 available
to us under the Promissory Note.

As of December 31, 2022, we had a working capital deficit of approximately $2,557,000, including approximately $180,000 in our operating bank account.





Our liquidity needs to date have been satisfied through a contribution of
$25,000 from the sponsor to cover certain expenses in exchange for the issuance
of the founder shares, an advance from an affiliate of the sponsor of the
payment of certain formation and operating costs on behalf of the Company and
the proceeds from the consummation of the private placement not held in the
trust account. In addition, as of December 31, 2022 and 2021, there
were $475,000 and $0 amounts outstanding under the Working Capital Loan.



In connection with the our assessment of going concern considerations in
accordance with FASB ASC Topic 205-40, "Presentation of Financial Statements -
Going Concern" ("ASC 205-40"), we have evaluated our liquidity and financial
condition and determined that it is probable we will not be able to meet our
obligations over the period of one year from the issuance date of the financial
statements contained elsewhere in this Report. In addition, while the we plan to
seek additional funding or to consummate an initial business combination, there
is no guarantee we will be able to borrow such funds from our sponsor, an
affiliate of the sponsor, or certain of our officers and directors in order to
meet our obligations through the earlier of the consummation of an initial
business combination or one year from this filing. We have determined that the
uncertainty surrounding the our liquidity condition raises substantial doubt
about our ability to continue as a going concern. The financial statements
contained elsewhere in this Report do not include any adjustments that might
result from the outcome of this uncertainty.



Contractual Obligations

At December 31, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.





                                       26






The underwriters were paid a cash underwriting fee of 2% of gross proceeds of
the initial public offering, or $8,280,000. In addition, the underwriters are
entitled to aggregate deferred underwriting commissions of $14,490,000
consisting of 3.5% of the gross proceeds of the initial public offering. The
deferred underwriting commissions will become payable to the underwriters from
the amounts held in the trust account solely in the event that we complete an
initial business combination, subject to the terms of the underwriting agreement
by and among us and Morgan Stanley & Co. LLC.



Critical Accounting Policies



The preparation of financial statements and related disclosures in conformity
with GAAP requires our management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following as its critical accounting policies:

Liquidity and Going Concern Consideration





In connection with our assessment of going concern considerations in accordance
ASC 205-40, we have until August 10, 2023 to consummate a business combination.
It is uncertain that we will be able to consummate a business combination by
this time. If we do not complete our business combination by August 10, 2023, 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 100% of the common stock sold as part of the units in the IPO, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest (which interest shall be net of
franchise and income taxes payable and less up to $100,000 of such net interest
which may be distributed to us to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely
extinguish public stockholders' rights as stockholders (including the right to
receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and the board of directors,
dissolve and liquidate, subject in each case to our obligations under the DGCL
to provide for claims of creditors and the requirements of other applicable law.



In the event of such distribution, it is possible that the per share value of
the residual assets remaining available for distribution (including trust
account assets) will be less than the initial public offering price per unit in
the IPO. In addition, if we fail to complete our business combination by August
10, 2023, there will be no redemption rights or liquidating distributions with
respect to the warrants, which will expire worthless.  Management has determined
that the liquidity condition and mandatory liquidation, should a business
combination not occur, and potential subsequent dissolution raises substantial
doubt about our ability to continue as a going concern. No adjustments have been
made to the carrying amounts of assets or liabilities should we be required to
liquidate after August 10, 2023. The amount of time remaining to finalize a
business combination does raise substantial doubt in the Company as a going
concern.



In addition, at December 31, 2022 and December 31, 2021, we had current
liabilities of $2,767,200 and $7,258,974, respectively, and working capital
(deficit) of ($2,557,078) and ($6,664,274), respectively. These amounts include
our warrant liability and accrued expenses owed to professionals, consultants,
advisors and others who are working on seeking a business combination. Such work
is continuing after December 31, 2022 and amounts are continuing to accrue. In
order to finance ongoing operating costs, the sponsor or an affiliate of the
sponsor may provide us with additional working capital via a Working Capital
Loan.



Emerging Growth Company



We are an "emerging growth company," as defined in Section 2(a) of the
Securities Act, as modified by the JOBS Act, and we may take advantage of
certain exemptions from various reporting 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, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.



Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies
from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act
registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can
elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it
has different application dates for public or private companies, we, as an
emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard.

Net Income (Loss) Per Share of Common Stock





We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share". We have two classes of shares, which are referred to as
Class A common stock and Class B common stock. Income and losses are shared pro
rata between the two classes of shares. Net income (loss) per ordinary share is
computed by dividing net income (loss) by the weighted average number of
ordinary shares outstanding during the period.



The calculation of diluted income (loss) per share does not consider the effect
of the public warrants issued in connection with the initial public offering and
the sale of the placement warrants, because the exercise of the warrants is
contingent upon the occurrence of future events.



                                       27





The following table reflects the calculation of basic and diluted net income
(loss) per share:


                                                For the Year Ended                For the Year Ended
                                                 December 31, 2022                 December 31, 2021
                                             Class A          Class B          Class A          Class B
Basic and diluted net income per share
Numerator:
Allocation of net income, as adjusted      $  7,529,535     $  1,857,203     $     57,162     $     15,670
Less: Accretion allocated based on
ownership percentage                         (3,343,665 )       (824,734 )        (28,847 )         (7,908 )
Plus: Accretion applicable to Class A
redeemable shares                             4,168,399                -           36,755
Income by class                            $  8,354,269     $  1,032,469     $     65,070     $      7,762
Denominator:
Basic and diluted weighted average
common shares outstanding                    41,961,331       10,350,000       37,756,096       10,350,000
Basic and diluted net income per share     $      0.201     $       0.10
 $          -     $          -

Fair Value of Financial Instruments





The fair value of our assets and liabilities, which qualify as financial
instruments under FASB ASC Topic 820, "Fair Value Measurements and Disclosures,"
approximates the carrying amounts represented in the balance sheet primarily due
to their short term nature.



Income Taxes




We account for income taxes under FASB ASC Topic 740, "Income Taxes" ("ASC
740"). ASC 740 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statement and
tax basis of assets and liabilities and for the expected future tax benefit to
be derived from tax loss and tax credit carry forwards. ASC 740 additionally
requires a valuation allowance to be established when it is more likely than not
that all or a portion of deferred tax assets will not be realized.



ASC 740 also clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. We recognize accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were
no unrecognized tax benefits as of December 31, 2022. We are currently not aware
of any issues under review that could result in significant payments, accruals
or material deviation from its position.

Shares Subject to Possible Redemption





We account for our common stock subject to possible redemption in accordance
with the guidance in FASB ASC Topic 480, "Distinguishing Liabilities from
Equity." Common stock subject to mandatory redemption (if any) is classified as
a liability instrument and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are
either within the control of the holder or subject to redemption upon the
occurrence of events not solely within our control) is classified as temporary
equity. At all other times, common stock are classified as stockholders' equity.
Our common stock feature certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events.
Accordingly, at December 31, 2022 and 2021, shares subject to possible
redemption are presented as temporary equity, outside of the stockholders'
equity section of our balance sheets.

Factors That May Adversely Affect our Results of Operations





Our results of operations and our ability to complete an initial business
combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in Ukraine. We cannot at
this time fully predict the likelihood of one or more of the above events, their
duration or magnitude or the extent to which they may negatively impact our
business and our ability to complete an initial business combination.

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