Achari Ventures Corp I (AVHI) Risk Analysis

Pursuant to a letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, as well as any Public Shares purchased since the Initial Public Offering (including in open market and privately negotiated transactions), in favor of our initial Business Combination, which will increase the likelihood that we will receive the requisite stockholder approval for such initial Business Combination. We have also agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of our Sponsor.

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Fifth Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public 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 our initial Business Combination. A stockholder's inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial Business Combination and such stockholder could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, a stockholder will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a result, any stockholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their stock in open market transactions, potentially at a loss.

The Company's securities are currently listed on Nasdaq and it is anticipated that, following the Vaso Business Combination, Achari's securities will continue to be listed on Nasdaq. However, there can be no assurance that Achari's securities will continue to be listed on Nasdaq upon the closing of the Vaso Business Combination, or maintain such listing prior to or subsequent to the closing of the Vaso Business Combination. In order to maintain the listing of Achari's securities on Nasdaq prior and subsequent to the closing of the Vaso Business Combination, Achari must maintain certain financial, distribution, liquidity and stock price levels to satisfy Nasdaq's continued listing requirements. Achari must, among other things, maintain a minimum bid price of $1.00 per share, a minimum amount of stockholders' equity (generally $2,500,000) and a minimum number of holders of its securities (generally 300 public holders). The foregoing is a brief description of the Nasdaq continued listing requirements applicable to Achari's securities, and more detailed information about such requirements is set forth in Nasdaq Rule 5550. Achari has previously been notified by Nasdaq that it is not in compliance with certain of Nasdaq's continued listing requirements. As of the date hereof, Achari has regained compliance with all such applicable listing requirements, except for Listing Rules 5450(b)(2)(A) and 5450(a)(2), with respect to which it has been granted an extension by Nasdaq until April 2, 2024 to cure such existing continued listing requirement deficiencies. The following is a brief summary of such continued listing requirement deficiencies Nasdaq has notified the Company of and current status: - Listing Rule 5450(b)(2)(B). On January 22, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(B), requiring at least 1,100,000 "Publicly Held Shares." The letter stated that Achari had 45 calendar days to submit a plan to regain compliance. Achari submitted a plan on March 9, 2023, and after review, on March 30, 2023, Nasdaq granted Achari an extension to regain compliance with Listing Rule 5450(b)(2)(B), until July 21, 2023. On June 22, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(B). On July 21, 2023, Achari filed a Form 8-K with the SEC disclosing, among other things, certain details regarding Achari's beneficial ownership and outstanding common stock. On August 7, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5450(b)(2)(B), and accordingly, that such matter was closed. On December 18, 2023, Achari received a separate letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(B), requiring at least 1,100,000 "Publicly Held Shares." The letter stated that Achari had 45 calendar days to submit a plan to regain compliance. However, after discussion between Nasdaq and the Company with respect to the deficiency cited in such letter, Nasdaq notified the Company that there was not an existing violation of Listing Rule 5450(b)(2)(B) with respect to the Company, and such letter was withdrawn. - Listing Rule 5450(b)(2)(C). On February 24, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5450(b)(2)(C), requiring a "Market Value" of "Publicly Held Shares" of at least $15 million. The letter stated that Achari had 180 calendar days to regain compliance with Listing Rule 5450(b)(2)(C), or until August 23, 2023. On August 7, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5450(b)(2)(C), and accordingly, that such matter was closed. - Listing Rule 5250(c)(1). On April 24, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5250(c)(1), as a result of Achari's delay in filing its Form 10-K for the year ended December 31, 2022. On April 25, 2023, Achari filed its Form 10-K for the year ended December 31, 2022 with the SEC. On April 25, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5250(c)(1), and accordingly, that such matter was closed. On May 23, 2023, Achari received a letter from Nasdaq indicating that Achari was not in compliance with Listing Rule 5250(c)(1), as a result of Achari's delay in filing its Form 10-Q for the period ended March 31, 2023. On May 26, 2023, Achari filed its Form 10-Q for the period ended March 31, 2023 with the SEC. On June 1, 2023, Achari received a written notification from Nasdaq indicating that Achari had regained compliance under Listing Rule 5250(c)(1), and accordingly, that such matter was closed. - Listing Rules 5450(b)(2)(A) and 5450(a)(2). On March 23, 2023, Achari received a letter from Nasdaq notifying Achari that, for the 30 consecutive trading days prior to the date of the letter, Achari's common stock had traded at a value below the minimum $50,000,000 "Market Value of Listed Securities" ("MVLS") requirement set forth in Listing Rule 5450(b)(2)(A). The letter stated that Achari had 180 calendar days, or until September 19, 2023, to regain compliance. On October 3, 2023, Achari had not regained compliance with the MVLS requirement because Achari's MVLS was below the $50,000,000 minimum MVLS requirement for the proceeding 30 consecutive trading days and as a result received a delisting determination letter from Nasdaq. On October 9, 2023, Achari received an additional letter from the Staff stating that on September 3, 2023, Achari reported less than the 400 total shareholders required under Nasdaq Listing Rule 5450(a)(2), and this matter served as an additional basis for delisting the Company's securities. On December 7, 2023, Achari presented a plan of compliance to the Nasdaq hearings panel and requested an extension to regain compliance. On December 19, 2023, Nasdaq notified Achari that it had granted an extension until April 2, 2024, to cure the existing continued listing deficiencies. In connection with Achari's efforts to regain compliance with Nasdaq's continued listing standards, Achari has previously undertaken certain actions, including, for example, transferring Founder Shares held by the Sponsor to certain members of the Sponsor, in an effort to regain compliance with Listing Rule 5450(b)(2)(B). The Company and our Sponsor may subsequently undertake certain additional actions, which may include, but may not be limited to, further transfers of Founder Shares held by the Sponsor to individual members of the Sponsor, and certain other actions, in order to attempt to regain compliance with Nasdaq's continued listing standards. For the avoidance of doubt, all Founder Shares previously transferred by the Sponsor to certain members of the Sponsor as described above, and any Founder Shares which may be transferred in a similar fashion in the future, shall remain subject to all applicable transfer restrictions and other limitations as Founder Shares which continue to be held directly by the Sponsor, and no Founder Shares, whether held directly by the Sponsor or members of the Sponsor, or whether held by any other party, shall be eligible to receive liquidating distributions from the Trust Account under any circumstances, including in the event that Achari fails to complete an initial Business Combination, nor shall such transfers (past or present) increase the overall amount of Founder Shares issued or in circulation, or in any way affect Achari's public stockholders existing percentage ownership of Achari. As of the date hereof, 1,572,400 Founder Shares are held directly by the Sponsor and 927,600 Founder Shares are held directly by members of the Sponsor. In addition, in connection with the closing of the Vaso Business Combination, Achari will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq's continued listing requirements, and there can be no guarantee that Achari will be able to satisfy such initial listing requirements in a timely manner, or at all. For instance, our stock price would generally be required to be at least $4.00 per share, our stockholders' equity would generally be required to be at least $5.0 million, and we would be required to have a minimum of 300 round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500) of our securities. We cannot assure you that we will be able to meet Nasdaq's initial listing requirements at the time of the closing of our initial Business Combination.

On December 19, 2023, Nasdaq notified the Company that it had granted an extension, until April 2, 2024, to cure the Company's existing continued listing deficiencies. We cannot assure you that we will be able to regain compliance with the Nasdaq continued listing requirements by April 2, 2024, or at all, or that the Company's securities will continue to be listed on Nasdaq or any other listing exchange. If the Company is unable to satisfy Nasdaq's initial listing requirements in connection with the closing of the Vaso Business Combination, Nasdaq may also move to delist the Company's securities from trading on its exchange. Such a delisting would likely have a negative effect on the price of the Company's securities and may impair your ability to sell or purchase the Company's securities when you wish to do so. In addition, if Nasdaq delists the Company's securities from its exchange, Vaso may terminate the Business Combination Agreement. If Vaso were to terminate the Business Combination Agreement, the consummation of the Business Combination could not occur regardless of how you vote on the Proposals, and we would be forced to find a new target for a business combination, or liquidate if we were unable to do so before the timeline set out in our Fifth Amended and Restated Certificate of Incorporation. If Nasdaq delists the Company's securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, the Company's securities may be quoted on an over-the-counter market. However, if this were to occur, the Company could face significant material adverse consequences, including: - a limited availability of market quotations for its securities;- reduced liquidity for its securities;- a determination that the Company's common stock is a "penny stock", which will require brokers trading in such common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company's securities;- a limited amount of news and analyst coverage; and - a decreased ability to issue additional securities or obtain additional financing in the future. As a result, an investor would likely find it more difficult to trade, or to obtain accurate price quotations for, the Company's securities if our securities are de-listed from Nasdaq. Delisting would likely also reduce the visibility, liquidity and value of the Company's securities, including as a result of reduced institutional investor interest in the Company, and may increase the volatility of the Company's securities. Delisting could also cause a loss of confidence of potential business combination partners, which could further harm our ability to consummate a business combination. Alternatively, the Company could take steps to wind down the Company if the Company's securities are delisted from Nasdaq. 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 our securities are listed on Nasdaq, our units, Public Shares and warrants are considered covered securities under such statute. Although states are preempted from regulating the sale of our securities, this 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 respective states. Further, if we were no longer listed on Nasdaq, our securities would not be considered covered securities, and we may become subject to additional regulation in each state in which we offer our securities, including in connection with a business combination.

As a result of the low acquisition cost of our Founder Shares, our Sponsor, its affiliates and our management team could make a substantial profit even if we select and consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial Business Combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares, or if such a fee were not potentially payable.

Following the consummation of the Initial Public Offering and the concurrent private placement of warrants, we have 7,133,333 Private Placement Warrants outstanding. We have accounted for these Private Placement Warrants as a warrant liability, which means that we recorded them at fair value upon issuance and any changes in fair value each period are reported in earnings. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial Business Combination with a target business.

At the time of a stockholder's initial investment in us, they will not be provided with an opportunity to evaluate the specific merits or risks of a potential initial Business Combination. Since our board of directors may complete an initial Business Combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on a potential initial Business Combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, a stockholder's only opportunity to affect the investment decision regarding a potential Business Combination may be limited to exercising their redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial Business Combination.

We may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the initial Business Combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial Business Combination with us.

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 we therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable initial Business Combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to Chardan Capital Markets, LLC ("Chardan"), as representative of the several underwriters in our Initial Public Offering, will not be adjusted for any shares that are redeemed in connection with an initial Business Combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful is increased. If our initial Business Combination is unsuccessful, a stockholder would not receive their pro rata portion of the Trust Account until we liquidate the Trust Account. If a stockholder is in need of immediate liquidity, they could attempt to sell their stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, a stockholder may suffer a material loss on their investment or lose the benefit of funds expected in connection with our redemption until we liquidate or the stockholder is able to sell their stock in the open market.

If we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial Business Combination and thereby increase the likelihood of obtaining stockholder approval of the initial Business Combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public "float" of our public shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, 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 describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial Business Combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

We may engage the underwriters of our Initial Public Offering or their affiliates to provide additional services including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters of our Initial Public Offering or their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm's length negotiation. The underwriters of our Initial Public Offering are also entitled to receive deferred commissions that are conditioned on the completion of an initial Business Combination. The fact that the underwriters of our Initial Public Offering or their affiliates' financial interests are tied to the consummation of a Business Combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial Business Combination, and then only in connection with those public shares that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our Fifth Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of our obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options) or (B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity and (iii) the redemption of our public shares if we are unable to complete an initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options), subject to applicable law and as further described herein. Stockholders who do not exercise their redemption rights in connection with an amendment to our Fifth Amended and Restated Certificate of Incorporation would still be able to exercise their redemption rights in connection with a subsequent Business Combination. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate their investment, a stockholder may be forced to sell their public shares or warrants, potentially at a loss.

Since the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial Business Combination with a target business that has not been identified, we may be deemed to be a "blank check" company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering and the sale of the Private Placement Warrants and we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our Units became immediately tradable following our Initial Public Offering and we may have a longer period of time to complete our initial Business Combination than do companies subject to Rule 419. Moreover, if our Initial Public Offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial Business Combination.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.15 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.15 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.15 per share.

Under the Delaware General Corporation Law (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 on or prior to July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options) may be considered a liquidating distribution under Delaware law. If a 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. However, it is our intention to redeem our public shares promptly following July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options) in the event we do not complete our initial Business Combination and, therefore, we do not intend to comply with 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 and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited 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. If our plan of distribution complies with Section 281(b) of the DGCL, 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 likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options), is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Unless we complete our initial Business Combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial Business Combination.

The federal proxy rules require that a proxy statement with respect to a vote on an initial Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

Our Fifth Amended and Restated Certificate of Incorporation does not provide a specified maximum redemption threshold. 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 their affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares, all public shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

Our Fifth Amended and Restated Certificate of Incorporation provides that any of its provisions related to pre-initial Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the Trust Account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our Common Stock entitled to vote thereon, and corresponding provisions of the Third Amended and Restated Investment Management Trust Agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our Common Stock entitled to vote thereon. In all other instances, our Fifth Amended and Restated Certificate of Incorporation may be amended by holders of a majority of our outstanding Common Stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our Fifth Amended and Restated Certificate of Incorporation. Our initial stockholders, who collectively beneficially owned up to 20% of our Common Stock following the closing of the Initial Public Offering (assuming they did not purchase any Units in the Initial Public Offering or thereafter), will participate in any vote to amend our Fifth Amended and Restated Certificate of Incorporation and/or our Third Amended and Restated Investment Management Trust Agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Fifth Amended and Restated Certificate of Incorporation which govern our pre-initial Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete an initial Business Combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our Fifth Amended and Restated Certificate of Incorporation. Our Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Fifth Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of our obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options), or (ii) with respect to any other provision 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, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our Sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

In order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check 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. To the extent we seek to amend our organizational documents in a way that would be deemed to fundamentally change the nature of any securities offered through the Initial Public Offering, 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 Fifth Amended and Restated Certificate of Incorporation or governing instruments or further extend the time to consummate an initial Business Combination in order to effectuate our initial Business Combination (in addition to the extension of time permitted through the exercise of our remaining Monthly Extension Options). Alternatively, we may propose an amendment to our Fifth Amended and Restated Certificate of Incorporation to extend the timing of our obligation to allow redemption in connection with our initial Business Combination. In such case, our stockholders would be required to approve such amendment and we would be obligated to offer to redeem our public shares in connection therewith.

In connection with our initial Business Combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or which approximates the per-share amounts in our Trust Account at such time, which is generally approximately $10.00. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-initial Business Combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

Our initial stockholders owned shares representing 20% of our issued and outstanding shares of Common Stock upon the consummation of our Initial Public Offering and a greater percentage as a result of the redemptions which occurred at the Special Meeting in connection with the adoption of our Fifth Amended and Restated Certificate of Incorporation. 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 Fifth Amended and Restated Certificate of Incorporation and approval of major corporate transactions. If our initial stockholders purchased any Units in the Initial Public Offering or if our initial stockholders purchase any additional shares of Common Stock in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our public shares. In addition, our board of directors, whose members were elected by our initial stockholders, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold a second annual meeting of stockholders to elect new directors prior to the completion of our initial Business Combination, in which case all of the current directors will continue in office until at least the completion of the initial Business Combination. If there is a second 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 our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial Business Combination.

An active trading market for the Company's securities may never develop or be sustained following the consummation of the Vaso Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the Company's Common Stock. The market price of the Company's Common Stock may decline, and you may not be able to sell your shares of the Company's Common Stock at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing shares of the Company's Common Stock.

The personal and financial interests of our Sponsor, our officers and our directors may have influenced, or may influence in the future, their respective motivations for identifying and selecting Vaso as a target for our initial Business Combination, their support for entering into the Vaso Business Combination Agreement, their support for completing the Vaso Business Combination and with respect to their views regarding the on-going operations of the combined company following the consummation of the Vaso Business Combination. Circumstances which may be argued to potentially give rise to conflicting interests with respect to our Sponsor, our officers and our directors and our other stakeholders, including the holders of our Public Shares and our other security holders include, but are not limited to, the fact that: - Immediately prior to the consummation of the Vaso Business Combination, our Sponsor will own 2,500,000 Founder Shares, which were acquired by the Sponsor prior to our IPO for an aggregate purchase price of $25,000. Certain of the Company's officers have pecuniary interests in such Founder Shares through their direct or indirect ownership interests in the Sponsor. Based on a sales price of $10.95 per Founder Share, $10.95 being the last reported sales price of our Common Stock as reported by Nasdaq on March 22, 2024, such Founder Shares could be deemed to have an approximate market value of $27,375,000 as of such date (provided that such figure does not give effect to the forfeiture of 1,750,000 Founder Shares by the Sponsor pursuant to the terms of the Vaso Business Combination Agreement, which will result in the Sponsor holding 750,000 Founder Shares immediately following the consummation of the Vaso Business Combination, and would therefore result in such remaining Founder Shares potentially being deemed to have a market value of $8,212,500 (utilizing the same $10.95 per Founder Share market price as used for the previous calculation)). In the event we do not consummate the Vaso Business Combination, or any other Business Combination, we will likely choose to terminate our operations and liquidate, which will have the effect of rendering such Founder Shares held by our Sponsor valueless. Therefore, our Sponsor will lose its entire investment in the Founder Shares if an initial Business Combination is not completed, a circumstance which may be argued to create a conflict of interest that may have caused, cause or otherwise motivate our Sponsor, our officers and our directors to support and/or approve the Vaso Business Combination, or any other Business Combination, in lieu of liquidating the Company, potentially at the expense of our other stakeholders. Additionally, the Sponsor and Vaso have agreed to enter into a Put Option Agreement in connection with the Vaso Business Combination, whereby Vaso shall grant certain put rights (the "Put Option") to the Sponsor with respect to the Founder Shares held by the Sponsor following the consummation of the Vaso Business Combination, with such Put Option requiring Vaso to purchase the Founder Shares held by the Sponsor following the closing of the transaction from the Sponsor, at the Sponsor's election, at certain pre-agreed times and prices, including notably at a minimum purchase price of $8.00 per Founder Share (subject to certain adjustments and exceptions as further described in the Put Option Agreement). If the Sponsor exercises the Put Option granted to it pursuant to the Put Option Agreement in full and at a purchase price of $8.00 per Founder Share, the Sponsor shall receive aggregate proceeds of $6,000,000 as a result of the sale to Vaso of the 750,000 Founder Shares it will hold following the closing of the Vaso Business Combination. No other parties besides the Sponsor shall receive similar rights as those granted to the Sponsor in connection with the Put Option Agreement with respect to the Vaso Business Combination. The existence of the Put Option may therefore be argued to create a further incentive for our Sponsor, our officers and our directors to have supported entry into the Vaso Business Combination Agreement and to support the consummation of the Vaso Business Combination, potentially at the expense of our other stakeholders, which are not receiving similar rights to those granted to the Sponsor by the Put Option Agreement. - Immediately prior to the consummation of the Vaso Business Combination, our Sponsor will own 7,133,333 Private Placement Warrants, which were purchased by the Sponsor concurrently with the closing of our IPO for an aggregate purchase price of $5,350,000. Certain of the Company's officers have pecuniary interests in such Private Placement Warrants through their direct or indirect ownership interests in the Sponsor. Based on a sales price of $0.0315 per Private Placement Warrant, $0.0315 being the last reported sales price of our public warrants as reported by Nasdaq on March 22, 2024, such Private Placement Warrants could be deemed to have an approximate market value of $224,700 as of such date (provided that such figure does not give effect to the forfeiture of 6,133,000 Private Placement Warrants by the Sponsor pursuant to the terms of the Vaso Business Combination Agreement, which will result in the Sponsor holding 1,000,000 Private Placement Warrants immediately following the consummation of the Vaso Business Combination, and would therefore result in such remaining Private Placement Warrants potentially being deemed to have a market value of $31,500 (utilizing the same $0.0315 per Private Placement Warrant market price as used for the previous calculation)). In the event we do not consummate the Vaso Business Combination, or any other initial Business Combination, we will likely choose to terminate our operations and liquidate, which will have the effect of rendering such Private Placement Warrants held by our Sponsor valueless. Therefore, our Sponsor will lose its entire investment in the Private Placement Warrants if an initial Business Combination is not completed, a circumstance which may be argued to create a conflict of interest that may have caused, cause or otherwise motivate our Sponsor, our officers and our directors to support and/or approve the Vaso Business Combination, or any other initial Business Combination, in lieu of liquidating the Company, potentially at the expense of our other stakeholders. - Our Fifth Amended and Restated Certificate of Incorporation requires the Company to complete an initial Business Combination prior to July 19, 2024 (assuming the Company exercises in full each of its Monthly Extension Options, unless the Company submits, and its stockholders approve an extension of such deadline). As of January 2, 2024, the Sponsor and its affiliates had invested a total of $5,742,000 in the Company, such investment consisting of (i) $25,000 with respect to the purchase of 2,500,000 Founder Shares prior to the Company's IPO, (ii) $5,350,000 with respect to the purchase of 7,133,333 Private Placement Warrants concurrently with the Company's IPO and (iii) $367,000 of working capital loans made by the Sponsor to the Company. The Sponsor may also ultimately be found responsible for third-party accrued and unpaid expenses incurred by the Company if an initial Business Combination is not consummated prior to the termination deadline. If the Vaso Business Combination, or any other initial Business Combination is not consummated, in a timely manner, or at all, and in any respect prior to the July 19, 2024 termination deadline, the Company will be forced to wind up, dissolve and liquidate in accordance with the Fifth Amended and Restated Certificate of Incorporation promptly following the expiration of such deadline, at which time the Sponsor's full investment in Company would be rendered valueless. The existence of a termination deadline with respect to the consummation of an initial Business Combination may be argued to create a conflict of interest that may have caused, cause or otherwise motivate our Sponsor, our officers and our directors to support and/or approve the Vaso Business Combination, or any other initial Business Combination, in order to increase the likelihood of consummating an initial Business Combination prior to such termination deadline and in lieu of liquidating the Company, potentially at the expense of our other stakeholders. - Certain of our officers and the members of our board of directors may now, or in the future, have interests with respect to the Vaso Business Combination and the on-going operations of the combined company following the consummation of the Vaso Business Combination which differ from yours, including, for example, arrangements for continued service as directors or in other roles with respect to the combined company following the consummation of the Vaso Business Combination, which such individuals may be compensated for, in various forms. Although at this time it is not anticipated that any of the Company's current officers or directors will have any such roles in the combined company, such officers and directors may have such roles in the future. - Our Sponsor and each of our directors and officers have each agreed to (i) waive their redemption rights with respect to any Public Shares they may hold in connection with the consummation of the Vaso Business Combination, with any Public Shares held by them excluded from the pro rata calculation used to determine the per-share redemption price with respect to the Common Stock redemptions from our Trust Account in connection with the public vote to approve the Vaso Business Combination as well as (ii) vote any shares of the Common Stock owned by them in favor of the Vaso Business Combination. Although the Sponsor, our officers and our directors do not own any shares of our Common Stock apart from their direct or indirect ownership of our Founder Shares, such ownership of our Founder Shares currently confers them with a collective ownership of 81.9% of our issued and outstanding shares of Common Stock, and as a result a majority of the voting power associated with our Common Stock. The voting power conferred by such majority ownership by our Sponsor, our officers and our directors may be argued to create potential conflicts with respect to the support and approval of the Vaso Business Combination when compared to minority shareholders. - To finance transaction costs in connection with an initial Business Combination our Sponsor has provided the Company working capital in the form of loans. If the Company consummates an initial Business Combination, the Company may repay such working capital loans out of any proceeds of the Trust Account released to the Company. Otherwise, such working capital loans would only be repaid only out of funds held outside the Trust Account, if any. As of the date hereof, the Sponsor has funded working capital loans to the Company totaling $367,000. The existence of such working capital loans made by the Sponsor to the Company may be deemed to have created a conflict of interest by influencing the Sponsor, our officers and our directors to support the Vaso Business Combination in an effort to recoup the value of such working capital loans. - Pursuant to the terms of the Vaso Business Combination Agreement, at the effective time of the Vaso Business Combination, the Company's certificate of incorporation and the bylaws will, from and after the consummation of the Vaso Business Combination, contain provisions no less favorable with respect to indemnification, exculpation, advancement and expense reimbursement than are set forth in the Company's current governing documents, which provisions may not be amended, repealed or otherwise modified for a period of six years from the consummation of the Vaso Business Combination in any manner that would affect adversely the rights thereunder of any individual who, at or prior to the consummation of the Vaso Business Combination, served as a director, manager or officer of the Company, unless such modification shall be required by applicable law. The existence of such provisions with respect to indemnification, exculpation, advancement and expense reimbursement in the Vaso Business Combination Agreement may be argued to create a conflict of interest that may have caused, cause or otherwise motivate our Sponsor, our officers and our directors to support and/or approve the Vaso Business Combination, or any other initial Business Combination, in order to increase the likelihood of receiving the benefit of such provisions, potentially at the expense of our other stakeholders. For more information concerning the interests of the Sponsor and the Company's officers and directors, please see the proxy statement/prospectus filed with the SEC on Form S-4/A on February 14, 2024 (Registration No. 333-276422), as may be amended from time to time.

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 closing of our initial Business Combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the offer and sale of the shares of 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 shares 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 issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the foregoing, if a registration statement covering the shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. We will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant 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 public shares included in the Units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of Units sold in the Initial Public Offering. In such an instance, our Sponsor and its transferees (which may include our directors and executive officers) would be able to sell the Common Stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying Common Stock. We will use our best efforts to register or qualify such shares of Common Stock under the applicable blue sky laws of the state of residence in those states in which the warrants were offered by us in the Initial Public Offering. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our Private Placement Warrants may be able to exercise such Private Placement Warrants.

There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering the shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial Business Combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if a registration statement covering the shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available; if that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Third, if we call the public warrants for redemption, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (as defined in the warrant agreement entered into in connection with our Initial Public Offering between the Trustee and the Company, dated October 14, 2021, and included as an exhibit to this Annual Report).

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, LLC , 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 mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement dated October 14, 2021, or to correct any defective provision, but requires the approval by the holders of at least a majority 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 a majority 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 a majority 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, shorten the exercise period or decrease the number of our public shares purchasable upon exercise of a warrant.

Each Unit contains one redeemable warrant exercisable for three quarters of one share of Common Stock. No fractional shares will be issued. This is different from other initial public offerings which included one public share and one warrant to purchase one whole share. We established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial Business Combination since the warrants will be exercisable in the aggregate for three quarters of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our Units to be worth less than if they included a warrant to purchase one whole share.

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 who purchases or otherwise acquires 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, or 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, or an enforcement action, and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder's counsel in such action as agent for the foreign warrant holder. The choice-of-forum provision in our warrant agreement may (1) result in increased costs for investors to bring a claim or (2) limit a warrant holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. We note that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Our Fifth Amended and Restated Certificate of Incorporation requires, subject to certain exceptions, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the Fifth Amended and Restated Certificate of Incorporation or bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware). Although we believe this forum provision benefits us by providing increased consistency in 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, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Further, if any action, the subject matter of which is within the scope the forum provisions of our Fifth Amended and Restated Certificate of Incorporation, is filed in a court other than a court of the State of Delaware, such action we refer to as a foreign action, in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in such court to enforce the forum provisions, such action we refer to as an enforcement action, and (ii) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder's counsel in the foreign action as agent for such stockholder. In addition, our Fifth Amended and Restated Certificate of Incorporation states that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. However, our Fifth Amended and Restated Certificate of Incorporation does not purport to require suits brought to enforce a duty or liability created by the Exchange Act to be brought in the Court of Chancery of the State of Delaware or another court of the State of Delaware. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

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 last reported sales price of our public shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in the Initial Public Offering. Redemption of the outstanding warrants could force warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell warrants at the then- current market price when the warrant holder might otherwise wish to hold their warrants or (iii) to 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 the warrants. None of the Private Placement Warrants are redeemable by us so long as they are held by the Sponsor or its permitted transferees.

We issued warrants to purchase 7,500,000 shares as part of the Units offered in our Initial Public Offering and, simultaneously with the closing of the Initial Public Offering, we issued Private Placement Warrants to purchase an aggregate of 5,350,000 shares at $11.50 per share. Our initial stockholders currently own an aggregate of 2,500,000 Founder Shares. 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 $0.75 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. To the extent we issue public shares to effectuate an initial Business Combination, the potential for the issuance of a substantial number of additional public shares upon exercise of these warrants and conversion rights could make us a less attractive Business Combination vehicle to a target business. Any such issuance will increase the number of issued and outstanding public shares and reduce the value of the shares issued to complete the initial Business Combination. Therefore, our warrants and Founder Shares may make it more difficult to effectuate an initial 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 the 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 shares 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.

Unlike most blank check companies, if (i)we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at a Newly Issued Price (as defined in the warrant agreement) of less than $9.50 per share,(ii)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (iii)the Market Value (as defined in the warrant agreement) is below $9.50 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business.

Pursuant to a registration rights agreement entered into with our initial stockholders on October 14, 2021, our initial stockholders and their permitted transferees can demand that we register the Private Placement Warrants, the shares issuable upon exercise of the Private Placement Warrants held, or to be held, by them and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our public shares. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our public shares that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective permitted transferees are registered.

The price of our securities may vary significantly due to one or more potential Business Combinations and general market or economic conditions. Furthermore, an active trading market for our securities may not be sustained. Security holders may be unable to sell their securities unless a market can be sustained.

Our Fifth Amended and Restated Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Section 203 of the DGCL affects the ability of an "interested stockholder" to engage in certain Business Combinations for a period of three years following the time that the stockholder becomes an "interested stockholder." We elect in our Fifth Amended and Restated Certificate of Incorporation not to be subject to Section 203 of the DGCL. Nevertheless, our Fifth Amended and Restated Certificate of Incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that it provides that affiliates of our Sponsor and their transferees will not be deemed to be "interested stockholders," regardless of the percentage of our voting stock owned by them, and will therefore not be subject to such restrictions. These charter provisions may limit the ability of third parties to acquire control of our company.

Until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our officers, directors and advisors or their affiliates have pre-existing fiduciary and contractual obligations to other companies. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial Business Combination. As a result, a potential target business may be presented by our management team to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such target business. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to our officers' and directors' fiduciary duties under Delaware law. Our Fifth Amended and Restated Certificate of Incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. For a complete discussion of our officers' and directors' business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this Form 10-K entitled "Certain Relationships and Related Transactions, and Director Independence."

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initial Business Combination with a target business that is affiliated with our Sponsor, our directors, our advisors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

Our Fifth Amended and Restated Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after the Initial Public Offering, there were 87,500,000 authorized but unissued shares of Common Stock, respectively, available for issuance, which amount does not take into account the public shares reserved for issuance upon exercise of outstanding warrants. Since the consummation of the Initial Public Offering, there are no shares of preferred stock issued and outstanding. In connection with the Special Meeting and the adoption of our Fifth Amended and Restated Certificate of Incorporation, as of December 18, 2023, shareholders representing 87,380 shares of Common Stock redeemed their shares, and as a result, we have 3,051,941 shares of Common Stock currently outstanding. We may issue a substantial number of additional shares of common or preferred stock to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination (although our Fifth Amended and Restated Certificate of Incorporation provides that we may not issue securities that can vote with Common Stockholders on matters related to our pre-initial Business Combination activity). However, our Fifth Amended and Restated Certificate of Incorporation provides, among other things, that prior to our initial Business Combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial Business Combination. These provisions of our Fifth Amended and Restated Certificate of Incorporation may be amended with the approval of the holders of at least 65% of all then outstanding shares of our Common Stock. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Fifth Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of our obligation to offer redemption rights in connection with any proposed initial Business Combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination on or prior to July 19, 2024 (or such earlier applicable date if we opt not to continue to exercise our remaining Monthly Extension Options), or (B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Common Stock 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. The issuance of additional shares of common or preferred stock: - may significantly dilute the equity interest of investors in this Company - may subordinate the rights of holders of Common Stock if preferred stock is issued with rights senior to those afforded our Common Stock;- could cause a change of control if a substantial number of shares of our Common Stock are 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; and - may adversely affect prevailing market prices for our Units, public shares and/or Warrants.