RISKS RELATED TO BEING DEEMED AN INVESTMENT COMPANY

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete an initial business combination and may make it more difficult to complete an initial business combination. The need for compliance with the SPAC Rule Proposals (as defined below) may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with an initial business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed initial business combination transactions; the potential liability of certain participants in proposed initial business combination transactions; including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs.

Certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing the Business Combination, and may make it more difficult to complete the Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate the Business Combination and liquidate the Company.

The Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its IPO (the “IPO Registration Statement”). The Company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC that may not complete its initial business combination within 24 months after the effective date of the IPO Registration Statement. We entered into a definitive initialthe business combination agreement within 18with Clearday on April 6, 2023, which was more than 24 months after December 22, 2020 (thethe effective date of our IPO Registration Statement) and may not complete our initial business combination within 24 months of such date.Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we instructed the trustee to liquidate the securities held in the trust account onTrust Account prior to December 22, 2022, and instead to hold the funds in the trust accountTrust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the trust account,Trust Account, we would likely receive minimal interest, if any, on the funds held in the trust account,Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

Since

The funds in the Trust Account have, since the closing of our IPO, until December 22, 2022, the funds in the trust account had been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-72a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental Stock Transfer & Trust Company, the trustee, with respect to the trust account,Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account,Trust Account prior to December 22, 2022, and thereafter to hold all funds in the trust accountTrust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation and transfer of the funds in the Trust Account to cash, we would likely receive minimal interest, if any, on the funds held in the trust account.Trust Account. However, interest previously earned on the funds held in the trust accountTrust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month24-month anniversary (December 22, 2022) of the effective date of the IPO Registration Statement, we may behave been deemed to be an investment company. The longer that the funds in the trust account areTrust Account were held in short-termshort-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidateliquidate. Accordingly, in an attempt to mitigate the Company. Accordingly,risk, we determinedinstructed the trustee to liquidate the securities held in the trust account,Trust Account prior to the 24-month anniversary, and instead hold all funds in the trust accountTrust Account in cash, whichcash. As a result, we would further reducelikely receive minimal interest, if any, on the dollar amountfunds still held in the Trust Account that would be available to our public stockholders would receivestockholder upon any redemption or liquidation of the Company.

PROPOSAL 1Risk of not Completing a Business Combination

If the Fourth Extension Proposal is not approved, or if approved and we are unable to complete our Business Combination within the prescribed time frame, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive approximately $11.57 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

ELECTION

Our Amended Charter currently provides that we must complete our Business Combination by the March Termination Date. In connection with the Special Meeting, you are being asked to consider and vote upon the Fourth Extension Proposal to amend the Company’s Amended Charter in order to, among other things, extend the March Termination Date for additional one month periods, until the Fourth Extended Date. We may be unable to complete our Business Combination by the Fourth Extended Date. Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If the Fourth Extension Proposal and the Trust Amendment Proposal are approved, and we are unable to complete the Business Combination by the Fourth Extended Date, then the Company’s Board of Discretion, will determine in its sole discretion: (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 outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 holders of Common Stock and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Holders of rights or warrants will receive no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless In such case, our public stockholders may only receive approximately $11.57 per share. In certain circumstances, our public stockholders may receive less than $11.57 per share on the redemption of their shares. This will also cause you to lose the investment opportunity to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

RISK OF DIRECTORSOUR SECURITIES BEING DELISTED FROM THE NYSE AMERICAN

NomineesIf the Committee of the Board of Directors of the NYSE American does not grant the Company additional time to complete the Business Combination, and moves to delist the Company’s Securities and any further appeals of any such determination are unsuccessful, the Company’s Securities would be delisted prior to completing the Business Combination.

Our board

Under NYSE American Rules Section 119(b), within 36 months of directors currently consiststhe effectiveness of five directors: Jagi Gill, Rom Papadopoulos, Demetrios (Jim) G. Logothetis, Brian Colethe initial public offering registration statement for a SPAC, or such shorter period that the company specifies in its registration statement, the company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the deposit account (excluding any deferred underwriter’s fees and Doug Craft.taxes payable on the income earned on the deposit account) at the time of the agreement to enter into the initial business combination.

Our board

The Company’s initial public offering registration statement was declared effective on December 21, 2020. On December 22, 2023, the Company received a letter from the NYSE American stating that the Staff determined to commence proceedings to delist the Securities pursuant to Sections 119(b) and 119(f) of directors has nominated the persons identified below for re-election as directors,Company Guide because the Company failed to serve untilconsummate a business combination within 36 months of the next annual meeting and their successors have been elected and qualified If any nominee becomes unavailable for election, which is not expected,effectiveness of its initial public offering registration statement, or such shorter period that the persons namedCompany specified in its registration statement. As indicated in the accompanying proxy intendletter, the Company had a right to votea review of the delisting determination by the Panel of the Committee, provided a written request for any substitute whomsuch review is requested no later than December 29, 2023. The Company requested an in-person hearing and delivered an oral presentation to the Board nominates.Panel, which was held on February 13, 2024. The Panel’s hearing considered written and oral presentations made by the Company and the Staff.

If

On February 21, 2024, the Company received a quorum is presentletter from the NYSE American that the based upon the material and information presented to the Panel, discussion that occurred at the Annual Meeting, the nominees for directors will be elected by a pluralityhearing and analysis of the votesNYSE American rules and the Company Guide, the Panel unanimously determined to affirm the Staff’s decision to initiate delisting proceedings because the Company did not consummate a merger within the maximum 36 months of the shares present in person oreffectiveness of its initial public offering registration statement. The Company may request, as provided by proxy and entitled to vote in the election.

The following sets forth certain information with respect to our director nominees.

Jagi Gill, PhD is our Chief Executive Officer, President and Chairman of our board of directors. Dr. Gill has more than 20 years of healthcare investment and general management experience. From 2017 to 2020, he served as the Vice-President of Business Development and General Manager of AcuVentures, a business unit within Acumed LLC, a Berkshire Hathaway Company. Acumed LLC is a market leader in the orthopedic sector with particular strength in the upper extremity fracture repair and trauma market segments. As the General Manager, Dr. Gill led two business units, Rib Fixation and the Soft Tissue Repair, with responsibilities for product development, sales, marketing and profitability. Under his leadership, the business units grew 2-3x faster than their market segment. In addition to general management responsibilities, Dr. Gill was involved in sourcing, closing and integrating four acquisitions within the orthopedic sector for Acumed. These transactions ranged from technology acquisitions serving as tuck-in product integrations to stand alone companies with global revenue. From 2009 to 2017, he was the Founder, Chief Executive Officer and Board Member of Tenex Health a privately held orthopedic sports medicine company. In this capacity he patented, designed and developed the initial platform technology intended to treat chronic tendon pain. Under his leadership, Tenex Health launched commercially, generated positive operating income, secured FDA regulatory approval, developed a manufacturing and operations infrastructure, and established sales channels serving the outpatient Ambulatory Surgery Centers. Before founding Tenex Health, Dr. Gill was the Founder and Chief Executive Officer of OrthoCor, a company providing non-invasive pain management technology, from 2007 to 2009, while also serving on an advisory and consulting capacity to a number of medical technology companies. OrthoCor developed and commercialized orthopedic knee braces integrating pulsed electromagnetic technology to address chronic pain associated with trauma or osteoarthritis. Prior to this, he served in executive business development roles for Boston Scientific Corporation from 2001 to 2007 where he was involved in sourcing and supporting the acquisition of private companies which collectively accounted for more than $750 million in enterprise value. While at Boston Scientific, he was involved in the investments in, and acquisition of, the following private companies: Advanced Bionics (implantable neurostimulation), Cameron Health (implantable cardiac rhythm management), Innercool (systemic hypothermia for recovery from cardiac arrest), Orqis Medical (heart failure treatment) and Kerberos (endovascular thrombectomy). Dr. Gill completed his BSc and MSc in Anatomy from McGill University and PhD in Neuroscience from Mayo Clinic College of Medicine. We believe we will be able to capitalize on Dr. Gill’s experience and accomplishments in the orthopedic and spine markets, along with his relationships among executives in the target companies, their supply chains, and their customer networks, to successfully close a business combination.

Rom Papadopoulos, M.D. is our Chief Financial Officer and director. Dr. Papadopoulos has more than 25 years of healthcare investment and operational experience. From 2006 to June 2020, Dr. Papadopoulos was the Founder and Managing Partner of Intuitus Capital, a private equity firm actively investing in the healthcare sector. At Intuitus, he led investments in more than 30 companies with a total of more than $700 million in enterprise value. Prior to founding Intuitus Capital, Dr. Papadopoulos was Chief Financial Officer, Chief Operations Officer, Corporate Executive Vice President and Corporate Secretary of Global Energy Holdings (NYSE Amex: GNH). While at GNH, he created and executed the company’s repositioning from traditional markets to renewable energy. He was responsible for coordinating all aspects of the financial management of the company including cash management and treasury, risk management, audit functions, SEC reporting and compliance as well as HR functions and employee policies. Dr. Papadopoulos was an early investor in Tenex Health Inc., a medical device company engaged in the manufacturing and sale of minimally invasive high frequency technology used to perform percutaneous tenotomy and fasciotomy. He eventually became the interim CFO for the company until September 2013. In this capacity, he was an integral part of the team seeking and completing acquisitions for the company. From 2002 to 2006, Dr. Papadopoulos was the Managing Director and head of healthcare investment banking for Caymus Partners, a middle market investment banking firm. Dr. Papadopoulos received his medical degree (M.D.) from the Aristotelian University of Thessaloniki, Greece, Medical School in 1985 and conducted his post-graduate training in Pediatrics at Emory University in 1986. We believe that Dr. Papadopoulos is qualified to sit on our board due to his years of experience in the healthcare industry, as a clinician as well as an investor who possesses unique insight into medical technology assets, in addition to his strong financial credentials.

Demetrios (Jim) G. Logothetis, is one of our directors and served as Senior Advisor in the Department of Housing and Urban Development (HUD) Office of the Assistant Secretary and Chief Financial Officer where he led the Audit Coordination Committee for Ginnie Mae, a government corporation within HUD from May 2020 to November 2020. Mr. Logothetis retired from Ernst & Young (EY) effective in June 2019 extending three years beyond normal retirement at the request of the EY Executive Board. Throughout his forty-year career with EY, from January 1979 to June 2019, Mr. Logothetis served some of EY’s largest global clients as lead audit partner, and fulfilled senior leadership roles within the firm, from offices in Chicago, Frankfurt Germany, New York, London England, and Atlanta. Mr. Logothetis has served over the years on the boards of several non-profit organizations, including The National Board of the Boys & Girls Clubs of Americas where he served on the Audit Committee; The Archbishop Lakovos Leadership 100 Endowment Fund where he serves as Vice Chair, The American College of Greece where he serves as Chairman of the Board of Trustees; The Board of National Hellenic Museum; Founder and Chairman of the Board of Trustees of the Hellenic American Academy, one of the largest Greek American schools in the United States; and founding Chairman of the Foundation for Hellenic Education and Culture. Mr. Logothetis holds an M.B.A. degree in Accounting, Finance and International Business from The University of Chicago Booth Graduate School of Business and a B.S.C degree in Accountancy from DePaul University. Mr. Logothetis is also a Certified Public Accountant and a Certified Management Accountant. Mr. Logothetis has taught many EY training programs as well as graduate accounting classes at DePaul University. Mr. Logothetis served for several years on the DePaul University, Richard H. Driehaus College of Business advisory council, and since 2017 on the board of Trustees of the University as vice-chair, and then chair of the Audit Committee and member of the finance committee. Mr. Logothetis has also served as a member of the Trusteeship and Finance Committees for DePaul University.

Brian Cole MD, MBA is one of our directors, and the Managing Partner of Midwest Orthopedics at Rush in Chicago, the lead executive for this large specialty practice which is consistently ranked as one of the top orthopedic groups by US News & World Report. Dr. Cole is a Professor in the Department of Orthopedics with a conjoint appointment in the Department of Anatomy and Cell Biology at Rush University Medical Center. In 2015, he was appointed as an Associate-Chairman of the Department of Orthopedics at Rush. In 2011, he was appointed as Chairman of Surgery at Rush Oak Park Hospital. He is the Section Head of the Cartilage Research and Restoration Center at Rush specializing in the treatment of arthritis in young active patients with a focus on regenerative medicine and biologic alternatives to surgery. He also serves as the head of the Orthopedic Master’s Training Program and trains residents and fellows in sports medicine and research. He lectures nationally and internationally and holds several leadership positions in prominent sports medicine societies. Through his basic science and clinical research, he has developed several innovative techniques with several patents for the treatment of shoulder, elbow and knee conditions. He has published more than 1,000 articles and 10 widely read textbooks in orthopedics and regenerative medicine. In addition to his academic accomplishments, Dr. Cole currently serves in many senior leadership roles in organizations such as President of the Arthroscopy Association of North America, President of the Ortho-regeneration Network Foundation, and Secretary General (Presidential-line) International Cartilage Repair Society. Dr. Cole is frequently

chosen as one of the “Best Doctors in America” since 2004 and as a “Top Doctor” in the Chicago metro area since 2003. In 2006, he was featured on the cover of Chicago Magazine as “Chicago’s Top Doctor” and was selected as NBA Team Physician of the Year in 2009. Orthopedics This Week has named Dr. Cole as one of the top 20 sports medicine, knee and shoulder specialists repeatedly over the last 5 years as selected by his peers. He is the head team physician for the Chicago Bulls NBA team, co-team physician for the Chicago White Sox MLB team and DePaul University in Chicago. Dr. Cole was awarded his medical degree from the University of Chicago Pritzker School of Medicine and his MBA from the University of Chicago Booth School of Business. He completed his residency in Orthopedic Surgery at the Hospital for Special Surgery — Cornell Medical Center in New York and his fellowship in Sports Medicine at the University of Pittsburgh.

Doug Craft is one of our directors, and the Chief Executive Officer of Atlanta-based Medicraft, Inc., which is one of the largest independent agents for Medtronic, the world leader in medical technology and pioneering therapies. He has devoted his entire career to the medical industry, initially concentrating in the sale of spinal implants, which he continues today. Mr. Craft has extensive relationships with health care systems, surgeons and other senior health care professionals across the nation. Over the past three decades his commercial interests have expanded to include evaluating, consulting and developing businesses in the medical field generally, including but not limited to neuro-intraoperative monitoring, biologic agents, orthopedic reconstruction implants, surgical navigation systems, regenerative kidney technology, trans-catheter cardiac valves and spinal implant device design. He has funded and started over 12 businesses in the Orthopedic, Spine and Neurological segments such as Biocraft Inc., Orthocraft Inc, Neurocraft Inc, Pharmacraft, Premier Medical Systems, and Diamond Orthopedics. Early in his career, he was one of the first agents for Danek a publicly traded spinal implant company which merged with Sofamor to become Sofamor-Danek and relisting on the NYSE. Sofamor-Danek was acquired by Medtronic in 1999 for $3.7 billion. Mr. Craft is a highly experienced entrepreneur who is continually exploring opportunities to multiply investments in medical businesses and technologies. Mr. Craft earned a B.S. degree in biomedical engineering from Mississippi State University, and is a Distinguished Fellow of the College of Engineering at Mississippi State University.

Board Operations

Mr. Gill holds the positions of Chief Executive Officer and Chairman of the Board. The Board believes that Mr. Gill’s services as both Chief Executive Officer and Chairman of the Board is in the best interest1205 of the Company and its stockholders. Mr. Gill possesses detailed and in-depth knowledgeGuide, that the full Committee reconsider the decision of the issues, opportunitiesPanel. The request for the review and challenges facingthe required fee must be made in writing and received within 15 calendar days from the date of the letter. The Company intends to request that the full Committee reconsiders the Panel’s decision to delist. At this time the Securities remain listed on the NYSE American, although trading has been suspended. The Securities will trade on the over-the-counter market until a final determination has been made to delist by the Committee. If the Committee does not overturn the decision by the Panel to delist, the Securities will be de-listed from the NYSE American and trade in the over-the-counter market. At that time, the Company, in its businesstogether with Clearday, will make a determination as to whether the Company should cease operations and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s stockholders, employees and customers. Mr. Gill chairs the Board and stockholder meetings and participates in preparing their agendas. The Board has not designated a lead director. Given the limited number of directors comprising the Board, the independent directors call, plan, and chairs their executive sessions collaboratively and, between board meetings, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in whichliquidate, or if they all currently participate might detract from rather than enhance performance of their responsibilities as directors. The Company believes that these arrangements afford the independent directors sufficient resources to supervise management effectively, without being overly engaged in day-to-day operations.

Risk Oversight

Management is responsible for assessing and managing risk, subject to oversight by the Board. The Board oversees our risk management policies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various committees of the Board assist the Board in this oversight responsibility in their respective areas of expertise as set forth below:

•        The Audit Committee assists the Boardwill proceed with the oversight of our financial reporting, independent auditorsBusiness Combination and internal controls. It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks and implementing anti-fraud measures. The Audit Committee further discusses the Company’s policies with respect to risk assessment and management with respect to financial reporting.

•        The Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks.

•        The Nominating Committee overviews risks relating to our governance policies and initiatives.

The Board held two meetings or took action by unanimous written consent during fiscal year ended December 31, 2022. During the fiscal year ended December 31, 2022, no director attended fewer than 75% of the meetings of our board of directors and board committees of which the director was a member.

It is the policy of the Board that all directors should attend the annual meetings in person or by teleconference. This is the third Annual Meeting of the Company.

On December 22, 2020, our board of directors adopted a code of ethics that applies to our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that governs aspects of our business. The code of ethics is available in our SEC filings as Exhibit 14 to our Annual Report on Form 10-K/Asubmit an initial listing application for the fiscal year ended December 31, 2020 filed on April 9, 2021 and amended on July 2, 2021, December 17, 2021 and March 28, 2022.

Director Independence

NYSE American’s listing standards require thatcombined company to a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have determined that Demetrios (Jim) G. Logothetis, Brian Cole and Doug Craft are independent directors under the NYSE American’s listing standards and other governing laws and applicable regulations, including Rule 10A-3 of the Exchange Act. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Board Committees

Our Board has established standing committeesnational securities exchange in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Nominating Committee. Our Board has adopted written charters for each of these committees. Copiesclosing of the charters are available as exhibits to the Registration Statement on Form S-1 filed on December 4, 2020. Our Board may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee was established on December 22, 2020 and is comprised of our independent directors. As of the date of this proxy statement, the Audit Committee is composed of two directors: Messrs. Logothetis, and Craft serve on the Audit Committee. Mr. Logothetis qualifies as the Audit Committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

The Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with legal and regulatory requirements; and the performance of the Company’s internal audit function and internal control over financial reporting.

Audit Committee Report

With respect to the audit of the Company’s financial statements for the year ended December 31, 2022, the members of the Audit Committee:

•        have reviewed and discussed the audited financial statements with management;

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The members of the Compensation Committee during the fiscal year ended December 31, 2022 were Jim Logothetis, Brian Cole and Doug Craft, each of whom is an independent director under NYSE American’s listing standards. Mr. Craft is the Chairperson of the Compensation Committee.

Compensation Committee Meetings

The Compensation Committee did not hold any meetings during fiscal year ended December 31, 2022.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has ever been an officer or employee of the Company. None of the Company’s executive officers serves, or has served since inception, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the Company’s directors or on the Company’s Compensation Committee.

Nominating Committee

Our Nominating Committee was established on December 22, 2020. As of the date of this proxy statement, the Nominating Committee is composed of three directors: Mr. Logothetis, Dr. Cole and Mr. Craft. Dr. Cole is the Chairperson of the Nominating Committee. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. Specifically, the Nominating Committee makes recommendations to the Board regarding the size and composition of the Board, establishes procedures for the director nomination process and screens and recommends candidates for election to the Board. On an annual basis, the Nominating Committee recommends for approval by the Board certain desired qualifications and characteristics for board membership. Additionally, the Nominating Committee establishes and administers a periodic assessment procedure relating to the performance of the Board as a whole and its individual members. The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

Nominating Committee Meetings

The Nominating Committee acted by unanimous written consent on one occasion during fiscal year ended December 31, 2022.

Stockholder Communications

Stockholders can mail communications to the Board, c/o Secretary, Viveon Health Acquisition Corp., 3480 Peachtree Road NE, 2nd Floor, Suite #112, Atlanta, Georgia 30326, who will forward the correspondence to each addressee.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, officers and stockholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the “Reporting Persons,” to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the Company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such reports and upon written representations of the Reporting Persons received by us, we believe that all transactions were timely reported during the fiscal year ended 2022.

EXECUTIVE OFFICERS

The following sets forth the names and ages of our current executive officers, their respective positions and offices.

Executive Compensation

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.Business Combination. There is no limit onguarantee that the amount of these out-of-pocket expenses and thereinitial listing application for the combined company’s securities will be no reviewapproved by a national securities exchange.

Risk of the reasonableness of the expensesBeing Subject to U.S. Foreign Investment Regulations and Review by anyone other than our board of directors and Audit Committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.U.S. Government Entity

Certain Relationships and Related Transactions

Founder Shares

In August 2020, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,593,750 shares of common stock, par value $0.0001 (the “Founder Shares”). On December 3, 2020, the Company declared a share dividend of 0.36 for each outstanding share, resulting in 4,887,500 shares outstanding, and on December 22, 2020 the Company declared a share dividend of 0.03 resulting in 5,031,250 shares which includes an aggregate of up to 656,250 shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, and up to an aggregate of 1,006,250 shares of common stock (or 875,000 shares of common stock to the extent that the underwriters’ over-allotment was not exercised, pro rata) that are subject to forfeiture to the extent that Rights are exercised upon consummation of an initial Business Combination. In connection with the underwriters’ fully exercise of their over-allotment option on December 30, 2020, the 656,250 shares were no longer subject to forfeiture.

The Founder Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent. 50% of these shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to its initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

During the escrow period, the holders of these shares willWe may not be able to sellcomplete an Initial Business Combination with a U.S. target company if such Business Combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or transfer their securities except (1)ultimately prohibited.

We have no reason to believe that when we consummate an Business Combination that the post-combination company will be considered a “foreign person” under the regulations administered by CFIUS. However, if our Business Combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, this could delay us in consummating our Business Combination. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete an Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete our Business Combination by the March Termination Date (or the Fourth Extended Date, if our time to complete a business combination is extended as described herein) due to the passage of time relating to any persons (including their affiliatesgovernmental review, or because any such review process drags on beyond such timeframe, or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. In such situation, the Company would (i) cease all operations except for the purpose of winding up and stockholders) participating in the Private Placement(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Private Warrants, officers, directors, stockholders, employees and membersoutstanding shares of the Company’s Sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, orCommon Stock, at a per-share of Common Stock price, payable in cash, equal to the Company’s officers, directors, advisors and employees,

(3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 656,250 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of the Company’s initial Business Combination.

On December 23, 2020, the Sponsor transferred 81,000 of its Founder Shares of the Company to three board members (the “Transferees”) (27,000 Founder Shares to each Transferee) for a nominal fee. On April 30, 2021, the Sponsor subsequently transferred 27,000 of its Founder Shares of the Company to a new board member.

Private Placement

On December 28, 2020, simultaneously with the consummation of the IPO, we sold to our Sponsor 18,000,000 Private Warrants at a price of $0.50 per Private Warrant, generating total proceeds of $9,000,000. The Private Warrants are identical to the Warrants sold in the IPO except that the Private Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor, or its permitted transferees.

Additionally, our Sponsor agreed not to transfer, assign, or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Private Placement Warrants Subscription Statement) until the date we complete our initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

Note Agreements Payable — Related Party

The Company entered into a series of Note Agreements with several lenders affiliated with our Sponsor, Viveon Health LLC and Intuitus Group LLC, and Intuitus Capital LLC for which the Chief Financial Officer of the Company is the Sole Proprietor for up to an aggregate amount totaling $1,955,000. As of December 31, 2022, the balancethen on the Notes was $1,955,000.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the Initial Public Offering. On January 13, 2021, the Company paid the $228,758 balance on the note from the proceeds of the Initial Public Offering. The Company no longer has the ability to borrow under the Note.

The Chief Financial Officer of the Company loaned the Company $75,000 to cover expenses related to ongoing operations, which was funded on December 27, 2022. This loan is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. The loan agreement was entered into on December 27, 2022.

Subsequent to December 31, 2022, the Chief Financial Officer of the Company, loaned the Company an additional $555,000. These loans will be exchanged for Clearday Senior Convertible Notes upon consummation of the Company’s initial Business Combination.

The Chief Executive Officer of the Company loaned the Company $100,000 to cover expenses related to ongoing operations, which was funded on April 2, 2023. This loan is non-interest bearing and payable upon consummation of the Company’s initial Business Combination. The loan agreement was entered into on April 2, 2023. As of December 31, 2022, the outstanding balance of the loan was $0.

Subsequent to December 31, 2022, three investors in the Sponsor, loaned the Company $100,000 in the aggregate, to cover expenses related to ongoing operations, funded on April 5, 2023, and April 7, 2023. These loans are non-interest bearing and payable upon consummation of the Company’s initial Business Combination. The loan agreements were entered into on April 5, 2023, and April 7, 2023. As of December 31, 2022, the outstanding balance of the loan was $0.

On May 12, 2023, the Company entered into an unsecured promissory note with Clearday (the “Clearday Note”). The Clearday Note is non-interest bearing mature upon the earlier of (i) the first anniversary of the issuance date and (ii) December 31, 2022. Proceeds provided to us under the Clearday Note were approximately $881,710 during fiscal year 2023.Fundsdeposit in the Trust Account, mayincluding any interest not be usedpreviously released to repay the Company (net of taxes payable), divided by the number of then outstanding shares of Common Stock, which redemption will completely extinguish public stockholders’ rights as holders of shares of Common Stock (including the right to receive further liquidation distributions, if any), subject to applicable law.

As promptly as reasonably possible following such redemption, the Company would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the Clearday Note. We used such funds for general working capital purposes.requirements of other applicable law.

Brian Cole, one

If we liquidate, our public stockholders may only receive approximately $11.57 per share. This will also cause you to lose the opportunity realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our directors, funded the Company $250,000 pursuant toshares and warrants following such a Subscription Agreement dated as of April 4, 2022, between the Companytransaction, and EAC Enterprises, L.P. Series D (the “Cole Warrant Holder”), an entity that is an affiliate of, and controlled by Brian Cole (the “Cole Subscription Agreement”). Pursuantour warrants would expire worthless.

RISKS RELATED TO THE EXCISE TAX

We may be subject to the Cole Subscription Agreement,Excise Tax included in the Company also issued the Cole Warrant Holder, a warrant to purchase 125,000 sharesInflation Reduction Act of common stock, at an exercise price of $11.50 per share.

Due to Related Party

The Company’s directors and officers are reimbursed for any reasonable out-of-pocket expenses incurred by them2022 in connection with certain activitiesredemptions of our Common Stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on behalf of the Company, such as identifying and investigating possible target businesses and business combinations. For the year endedany publicly traded domestic corporation that repurchases its stock after December 31, 2022 $6,647(the “Excise Tax”). The Excise Tax is imposed on the fair market value of such expenses were incurred. Asthe repurchased stock, with certain exceptions. Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our Common Stock after December 31, 2022, $5,806 of such expenses were recorded in Due to Related party.

Due from Related Party

As of2022. Any redemptions after December 31, 2021, the Company had a receivable of $15,000 in connection with a payment made by the Company to a vendor on behalf of a related party. During the year ended December 31, 2022, the Company was repaid for the receivable. As of December 31, 2022, the balance in Due from related party is $0.

Registration Rights Agreement

Pursuant to a registration rights agreement entered into on December 22, 2020, the holders of our insider shares issued and outstanding, as well as the holders of the Private Warrants (and all underlying securities) are entitled to registration rights pursuant to the registration rights agreement, dated December 22, 2020. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private warrants can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

In order to meet our working capital needs following the consummation of our IPO, our initial stockholders, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of our initial business combination, without interest.

Compensation Of Viveon Management

We reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our Audit Committee reviews and approves all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our Audit Committee are reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of common stock, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

Unsecured Senior Promissory Notes and Subscription Warrants

On March 21, 2022, March 23, 2022, April 4, 2022, April 27, 2022, May 9, 2022, October 27, 2022, and November 25, 2022 in connection with the extensionBusiness Combination may be subject the Excise Tax, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with an initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Further, based on recently issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of our liquidation.

PROPOSAL 1

THE FOURTH EXTENSION PROPOSAL

The Fourth Extension Proposal

The Company is proposing to amend its Amended Charter to extend the date by which the Company has to consummate an initial business combination. As previously disclosed in the Form 8-K filed on June 27, 2023 with the SEC, we filed a Business Combination,third amendment to our Amended Charter with the Delaware Secretary of State (the “Third Amendment”), effective as of June 27, 2022, to (i) initially extend the date by which the Company entered into subscription agreements with several lenders for a loan ofmust consummate an initial business combination up to $4,000,000, insix times, each such extension for an additional one month period, until December 31, 2023, by depositing into the aggregate (the “Subscription Agreements”). Pursuant to the Subscription Agreements, the Company issued a series of unsecured senior promissory notes in the aggregate principal amount of up to $4,000,000 (the “Notes”) to the subscribers. Of the $4,000,000 in Notes, $1,955,000 was subscribed for by several related parties affiliated with our sponsor, Viveon Health LLC, and the balance inTrust Account the amount of $2,045,000$85,000 for each one-month extension until December 31, 2023, and (ii) further extend the date by which the Company must consummate an initial business combination (without seeking additional approval from the stockholders) for up to an additional three months, from January 1, 2024 to March 31, 2024, each such extension for an additional one month period, with no additional deposits to be made into the Trust Account during such period from January 1, 2024 through March 31, 2024. As disclosed in the Current Report on Form 8-K filed on June 27, 2023, the Third Amendment was subscribed forapproved by parties that are not related to our sponsor. Pursuantthe Company’s stockholders at its Special Meeting of Stockholders held on June 22, 2023.

The Company is proposing the Fourth Extension Amendment to the termsCompany’s Amended Charter, to allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024 (the “Fourth Extended Date”), upon one calendar day advance notice to Continental Stock Transfer & Trust Company, prior to the applicable monthly deadline, unless the closing of the Subscription Agreements,proposed Business Combination with Clearday, Inc., or any potential alternative initial business combination shall have occurred prior to the subscribers also received warrantsFourth Extended Date. A copy of the Fourth Extension Amendment is attached to purchase one sharethis proxy statement as Annex A.

All holders of ourthe Company’s public shares, whether they vote for or against the Fourth Extension Proposal or do not vote at all, will be permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, provided that the Fourth Extension Proposal is approved. Holders of public shares do not need to be a holder of record on the Record Date in order to exercise redemption rights.

The per-share pro rata portion of the Trust Account on the Record Date (which is expected to be the same approximate amount two business days prior to the Special Meeting) was approximately $11.57. The closing price of the Company’s common stock for every $2.00 of the funded principal amount of the Notes upon February 21, 2024 was $10.81. The Company cannot assure stockholders that they will be able to 2,000,000sell their shares of ourCompany common stock in the aggregate, at an exerciseopen market, even if the market price of $11.50 per share subjectis higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to adjustment (the “Subscription Warrants”). sell their shares.

The Subscription Warrant term commences onCompany has agreed that if the Exercise Date (as hereinafter defined) for a period of 49 months. The Subscription Warrants are exercisable commencing onFourth Extension Proposal is approved, prior to filing the Fourth Extension Amendment, it will deposit $35,000 into the Trust Account to extend the date ofby which the Company can complete an initial business combination (the “Exercise Date”) and have a cashless exercise featureby one month to April 30, 2024. Thereafter, the Company shall deposit $35,000 for each monthly period, or portion thereof, that is available atneeded by the Company to complete the proposed Business Combination or any time on potential alternative initial business combination, until September 30, 2024.

If the Company does not have the funds necessary to make the Deposit referred to above, the Company’s Sponsor has agreed that it and/or any of its affiliates or designees may make a Contribution to the Company as a loan, in the amounts described above, for the Company to Deposit. Each Deposit or Contribution after the Exercise Date. Commencing onMarch Termination Date will be placed in the date 13 months followingTrust Account no less than one calendar day prior to the Exercise Date,beginning of such monthly period. The first Deposit or Contribution will be made prior to the subscribers havefiling of the right, but notFourth Extension Amendment, only if the obligation, to putFourth Extension Proposal is approved and the Subscription Warrants to us at a purchase price of $5.00 per share. We have agreedCompany determines to file within thirty (30) calendar days after the Fourth Extension Amendment. If such Deposits or Contributions are not timely made, the Company must either (i) consummate an initial business combination prior to the next monthly period, or (ii) wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Fourth Extension Proposal and the Trust Amendment Proposal are not approved.

The Contribution(s) will be repayable by the Company to the Contributor(s) upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. The Company will have the sole discretion whether to continue extending for additional monthly periods after March 31, 2024 until the Fourth Extended Date. If prior to March 31, 2024, the Company determines not to extend for additional monthly periods through September 30, 2024, the obligation to make additional Deposits or Contributions will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate the proposed Business Combination, or a potential alternative initial business combination, by the Fourth Extended Date, and does not wish to seek an additional extension beyond such time, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Fourth Extension Proposal and Trust Amendment Proposal are not approved.

Reasons for the Fourth Extension Proposal

The Company’s Amended Charter provides that the Company has until March 31, 2024 to complete a business combination. On April 11, 2023, the Company announced that it entered into a definitive agreement for the Business Combination with Clearday. If the Business Combination is approved at a special meeting of the shareholders of the Company, the Company would consummate the Business Combination shortly thereafter.

Since there is not sufficient time by March 31, 2024 for the Company to consummate the proposed Business Combination, the Company’s board believes that it is in the best interests of its stockholders to continue the Company’s existence in order to allow the Company more time to complete the proposed Business Combination. The Company believes that given its expenditure of time, effort, and money searching for potential business combination opportunities and the fact that the board of directors has approved and agreed to recommend the proposed Business Combination, the public stockholders of the Company should be given an opportunity to consider and vote on the Business Combination. Accordingly, the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond the March Termination Date. The Company and its officers and directors agreed that it would not seek to amend the Company’s Amended Charter to allow for a longer period of time to complete a business combination unless it provided holders of public shares with the right to seek redemption of their public shares in connection therewith.

If the Fourth Extension Proposal Is Not Approved

If the Fourth Extension Proposal is not approved prior to the March Termination Date, 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 outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of taxes payable, 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 our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In addition, if the Fourth Extension Proposal is not approved, the Company or Contributor(s), as applicable, will not make the Deposit or Contribution, as applicable.

The holders of the insider shares have waived their rights to participate in any liquidation distribution with respect to such shares. There will be no distribution from the Trust Account with respect to the Company’s warrants and rights which will expire worthless in the event the Fourth Extension Proposal is not approved. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to advance the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.

If the Fourth Extension Proposal is Approved

If the Fourth Extension Proposal is approved, the Company will file an amendment to the Amended Charter with the Secretary of State of the State of Delaware in the form of Annex A hereto to allow the Company to elect to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the amount of $35,000 for each one-month extension until September 30, 2024. The Company will continue to attempt to consummate the proposed Business Combination, or a potential alternative business combination, until the Fourth Extended Date, or until the Company’s board of directors determines in its sole discretion that it will not be able to consummate the proposed Business Combination or a potential alternative business combination. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock, warrants and rights will remain publicly traded during the extension period.

NYSE AMERICAN LISTING

On December 22, 2023, the Company received a letter from the Staff that it had determined to commence proceedings to delist the Company’s Securities pursuant to Sections 119(b) and 119(f) of the Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. As indicated in the letter, the Company had a right to a review of the delisting determination by the Panel of the Committee, provided a written request for such review was requested no later than December 29, 2023. The Company requested an in-person hearing to deliver an oral presentation to the Panel, which was held on February 13, 2024. The Panel’s hearing considered written and oral presentations made by the Company and the Staff.

On February 21, 2024, the Company received a letter from the NYSE American that based upon the material and information presented to the Panel, discussion that occurred at the hearing and analysis of the NYSE American rules and the Company Guide, the Panel unanimously determined to affirm the Staff’s decision to initiate delisting proceedings because the Company did not consummate a merger within the maximum 36 months of the effectiveness of its initial public offering registration statement. The Company may request, as provided by Section 1205 of the Company Guide, that the full Committee reconsider the decision of the Panel. The request for the review and the required fee must be made in writing and received within 15 calendar days from the date of the letter. The Company intends to request that the full Committee reconsiders the Panel’s decision to delist. At this time the Securities remain listed on the NYSE American, although trading has been suspended. The Securities will trade on the over-the-counter market until a final determination has been made to delist by the Committee. If the Committee does not overturn the decision by the Panel to delist, the Securities will be de-listed from the NYSE American. At that time, the Company, together with Clearday, will make a determination as to whether the Company should cease operations and liquidate, or if they will proceed with the SecuritiesBusiness Combination and Exchange Commissionsubmit an initial listing application for the combined company to register for resale the shares of common stock underlying the Subscription Warrants.

The Notes do not bear interest and mature upon the earlier of (i)a national securities exchange in connection with the closing of ourthe Business Combination. There is no guarantee that the initial business combination,listing application for the combined company’s securities will be approved by a national securities exchange.

YOU ARE NOT BEING ASKED TO VOTE ON ANY BUSINESS COMBINATION AT THIS TIME. IF THE FOURTH EXTENSION PROPOSAL IS APPROVED AND THE FOURTH EXTENSION AMENDMENT IS FILED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON ANY PROPOSED BUSINESS COMBINATION WHEN AND IF IT IS SUBMITTED TO STOCKHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT THE PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED.

Redemption Rights

If the Fourth Extension Proposal is approved, and (ii) December 31, 2022 (the “Maturity Date”). The Notes providethe Fourth Extension Amendment is filed, each public stockholder may seek to redeem its public shares for a credit line up to the maximum amount of $4,000,000. We will not have the right to re-borrow any portion of any loans made under the Notes once repaid. As of March 31, 2023, a commitment fee in the amount of $400,000, equal to 10% of the maximum principal amount of the Note, had been paid to the subscribers, on a pro rata basis.portion of the funds available in the Trust Account, less any taxes we anticipate will be owed, but have not yet been paid, calculated as of two business days prior to the meeting. Holders of public shares do not need to vote on the Fourth Extension Amendment or be a holder of record on the Record Date to exercise redemption rights.

If the Fourth Extension Proposal is approved and the Fourth Extension Amendment is filed with the Delaware Secretary of State, the Company will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the Trust Account relating to any public shares redeemed by holders in connection with the Fourth Extension Proposal, if any, and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Fourth Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Fourth Extended Date, if the Fourth Extension Proposal is approved and the Fourth Extension Amendment is filed.

If the Fourth Extension Proposal is approved, and the Fourth Extension Amendment is filed, the removal of the Withdrawal Amount from the Trust Account , if any, will reduce the Company’s net asset value. The Company cannot predict the amount that will remain in the Trust Account if the Fourth Extension Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $18,714,623 that was in the Trust Account as of the Record Date.

TO DEMAND REDEMPTION, YOU MUST EITHER PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE COMPANY’S TRANSFER AGENT, AT CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 1 STATE STREET, NEW YORK, NEW YORK 10004, ATTN: MARK ZIMKIND, MZIMKIND@CONTINENTALSTOCK.COM, NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING OR DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM.

The requirement for physical or electronic delivery prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Fourth Extension Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.

The electronic delivery process through the DWAC system can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above -referenced tendering process and the act of certificating the shares or delivering them through the DWAC system.

The transfer agent will typically charge the tendering broker a nominal amount and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Fourth Extension Proposal will not be redeemed into a pro rata portion of the funds held in the Trust Account. In the event that we doa public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not consummatewant to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a business combination bypublic stockholder tenders shares, and the Maturity Date, the NotesFourth Extension Proposal is not approved or is abandoned, these shares will be repaid only from amounts remaining outsideredeemed in accordance with the terms of our Trust Account, if any. Subsequent to March 31, 2023,the charter promptly following the meeting, as described elsewhere herein. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the Merger Agreement a majority ofvote to approve the holders of the Notes and Subscription Warrants have agreed to exchange such Notes and Subscription Warrants pursuant to the terms of an exchange agreement with Viveon dated as of May 1, 2023 (the Exchange Agreement”) for a separate series of Clearday senior convertible promissory notes (the “Clearday Senior Convertible Notes”). The Clearday Senior Convertible Notes bear 8% interest per annum and mature upon the earlier of (i) June 30, 2024, or (ii) the date of any Change in Control. Upon the consummation of the business combination and the exchange of the Subscription Agreements for the Clearday Senior Convertible Notes, the lenders will forfeit their Subscription Warrants as part of the exchange. One lender has chosen not to convert to Clearday Senior Convertible Notes. The balance owed to this lender under the Notes is considered due upon demand by the lender. As of the date of this filing of this Quarterly Report the lender has not requestedFourth Extension Proposal would receive payment of the Note. On March 21, 2022, an initial amount of $2,700,000 was drawn down fromredemption price for such shares soon after the Notes. $720,000filing of the loan proceeds was deposited into our Trust AccountFourth Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or redeemed in connection with extending the business combination completion window from March 28, 2022 until June 28, 2022. After June 28, 2022, we elected to continue to extend such date until December 28, 2022 by making a monthly depositour winding up.

The per-share pro rata portion of $240,000 into the Trust Account each month for each monthly period until December 28, 2022.

Pursuanton the Record Date (which is expected to be the same approximate amount two business days prior to the termsSpecial Meeting) was approximately $11.57. The closing price of the Note Agreements, the subscribers shall receive warrants to purchase one share of CompanyCompany’s common stock for every $2.00 of the funded principal amount of the Notes upon February 21, 2024 was $10.81. The Company cannot assure stockholders that they will be able to 2,000,000sell their shares of the Company common stock in the aggregate, at an exerciseopen market, even if the market price of $11.50 per share subjectis higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to adjustment (the “Subscription Warrants”). Pursuant to a warrant cancellation and forfeiture agreement dated as of August 16, 2023, one of the Company’s directors agreed to forfeit for cancellation 89,029 of the warrant shares underlying the warrant issued to an affiliate that he controls in connection with the Notes described above.

Related Party Policysell their shares.

Our code of ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the Audit Committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of $120,000 in any calendar year and 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliatesIf you exercise your redemption rights, you will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by our Audit Committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

In furtherance of our policies with respect to related party transactions, with respect to any initial business combination that we consider with an entity that is affiliated with any of our initial stockholders, directors or officers, to further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity affiliated with such parties unless (i) an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire that such an initial business combination is fair to our unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and of our independent directors. Furthermore, in no event will any of our existing officers, directors or initial stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Required Vote

The Director Election Proposal will be approved by the affirmative vote of a plurality of theexchanging your shares of the Company’s common stock representedfor cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering your stock certificate(s) to the Company’s transfer agent prior to the vote for the Fourth Extension Proposal. If the Fourth Extension Proposal is not approved or if it is abandoned, these shares will be redeemed in person or by proxy ataccordance with the Annual Meeting. Abstentions and broker non-votes with respect to this proposal will have no effect onterms of the vote.charter promptly following the Special Meeting as described elsewhere herein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE RE-ELECTION OF THE DIRECTOR NOMINEES.

PROPOSAL 2Required Vote

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee appointed Marcum LLP as independent auditors for the fiscal year ended December 31, 2022. Representatives of Marcum LLP mayFourth Extension Proposal must be present by tele-conference at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement, if they so desire.

In the event the stockholders fail to ratify the selection of Marcum LLP, the Audit Committee will reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit Committee and the Board of Directors in their discretion may direct the appointment of a different independent accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Services and Fees of Independent Auditors

During the fiscal year ended December 31, 2022, the firm of Marcum LLP, has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum LLP for services rendered.

Audit Fees.    Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum LLP in connection with regulatory filings. The aggregate fees billed by Marcum LLP for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, the registration statement, the closing 8-K and other required filings with the SEC for year ended December 31, 2022 totaled $473,903. The above amount includes interim procedures and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related Fees.    We did not pay Marcum LLP for consultations concerning financial accounting and reporting standards during the fiscal year ended December 31, 2022.

Tax Fees.    We did not pay Marcum LLP for tax planning and tax advice during the fiscal year ended December 31, 2022.

All Other Fees.    We did not pay Marcum LLP for other services during the fiscal year ended December 31, 2022.

Pre-Approval of Services

All of the foregoing services were approved by the Audit Committee.

Required Vote

This Auditor Ratification Proposal will be approved and adopted only if holdersaffirmative vote of at least a majority of the issued and outstanding shares of Common Stock present in person by virtual attendance or represented by proxycommon stock as of the Record Date. Abstentions and entitled to vote at the Annual Meeting vote “FOR” the Auditor Ratification Proposal. Abstentions with respect to this proposalbroker non-votes will have the same effect of a voteas votes “AGAINST” such proposal. Broker non-votes with respect to this proposal will have no effect on the vote.Fourth Extension Proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOUA VOTE “FOR” RATIFICATION

THE FOURTH EXTENSION PROPOSAL.

PROPOSAL 2: THE TRUST AMENDMENT

The Trust Amendment

The proposed Trust Amendment to the Trust Agreement, dated as of December 22, 2020, by and between the Company the Trustee, as amended, would allow the Company to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the Extension Payment in the amount of $35,000 for each one-month extension until September 30, 2024. A copy of the proposed Trust Amendment is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

All holders of the Company’s public shares, whether they vote for or against the Trust Amendment Proposal or do not vote at all, will be permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, provided that the Trust Amendment Proposal is approved. Holders of public shares do not need to be a holder of record on the Record Date in order to exercise redemption rights.

The per-share pro rata portion of the Trust Account on the Record Date was $11.57. The closing price of the Company’s common stock on February 21, 2024 was $10.81. The Company cannot assure stockholders that they will be able to sell their shares of Company common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The Company has agreed that if the Trust Amendment Proposal and the Fourth Extension Proposal have been approved, prior to filing the Fourth Extension Amendment, it will deposit $35,000 into the Trust Account to extend the date by which the Company can complete an initial business combination by one month to April 30, 2024. Thereafter, the Company shall deposit $35,000 for each monthly period, or portion thereof, that is needed by the Company to complete the proposed Business Combination or any potential alternative initial business combination, until the Fourth Extended Date.

If the Company does not have the funds necessary to make the Deposit referred to above, the Company’s Sponsor has agreed that it and/or any of its affiliates or designees will make a Contribution to the Company as a loan, in the amounts described above, for the Company to Deposit. Each Deposit or Contribution after the March Termination Date will be placed in the Trust Account no less than one calendar day prior to the beginning of such monthly period. The first Deposit or Contribution will be made prior to the filing of the Fourth Extension Amendment, only if the Fourth Extension Proposal is approved and the Company determines to file the Fourth Extension Amendment. If such Deposits or Contributions are not timely made, the Company must either (i) consummate an initial business combination prior to the next monthly period, or (ii) wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Fourth Extension Proposal and Trust Amendment Proposal are not approved.

The Contribution(s) will be repayable by the Company to the Contributor(s) upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. The Company will have the sole discretion whether to continue extending for additional monthly periods after the March Termination Date until the Fourth Extended Date. If the Company determines not to continue extending for additional monthly periods, the obligation to make additional Deposits or Contributions will terminate. If this occurs, or if the Company’s board of directors otherwise determines that the Company will not be able to consummate the proposed Business Combination, or a potential alternative initial business combination, by the Fourth Extended Date, and does not wish to seek an additional extension beyond such time, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Fourth Extension Proposal and the Trust Amendment Proposal are not approved.

Reasons for the Trust Amendment

The purpose of the Trust Amendment Proposal is to give the Company the right to extend the date by which the Company must consummate a business combination up to six times, each such extension for an additional one month period, until September 30, 2024, by depositing into the Trust Account the Extension Payment for each one-month extension until September 30, 2024. The Company and its board of directors have determined that there will not be sufficient time before the March Termination Date to hold a special meeting to obtain the requisite stockholder approval of, and to consummate, the Business Combination. However, as of the date hereof, management believes that it can close the Business Combination before September 30, 2024. If the Business Combination is approved at such a special meeting, the Company would consummate the Business Combination shortly thereafter.

If the Trust Amendment Proposal Is Not Approved

If the Trust Amendment Proposal is not approved, and we do not consummate a Business Combination by March 31, 2024, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The Company’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

If the Trust Amendment Proposal Is Approved

If the Fourth Extension Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and amounts in the Trust Account will not be disbursed except with respect to any redemptions in connection with the Special Meeting and in connection with our completion of the Business Combination, or in connection with our liquidation if we do not complete an Business Combination by the applicable termination date. The Company will then continue to attempt to consummate an Business Combination until the applicable termination date or until the Company’s Board of Directors determines in its sole discretion that it will not be able to consummate an Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote

The Trust Amendment Proposal must be approved by the affirmative vote of at least 50% of the public shares of common stock issued and outstanding shares of common stock as of the Record Date. Abstentions and broker non-votes will have the same effect as votes “AGAINST” the Trust Amendment Proposal.

Our Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Fourth Extension Proposal and Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Fourth Extension Proposal and Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Fourth Extension Proposal and the Trust Amendment at any time without any further action by our stockholders.

You are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem your shares now, you will retain the right to vote on a Business Combination when it is submitted to stockholders and the right to redeem your shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed (as long as your election is made at least two (2) business days prior to the meeting at which the stockholders’ vote is sought) or the Company has not consummated the business combination by the applicable termination date.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE APPOINTMENT OF THE INDEPENDENT AUDITORSTRUST AMENDMENT PROPOSAL.

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