On July 19, 2022, an aggregate of $1,383,123 (the “First Extension Payment”) was deposited by the Sponsor into the Trust Account, representing $0.10 per public share, which enabled the Company to extend the period of time it had to consummate its initial business combination by an additional three months from July 22, 2022 to October 22, 2022 (the “First Paid Extension Period”). In connection with the First Extension Payment, the Company issued to the Sponsor an unsecured promissory note having a principal amount equal to the amount of the First Extension Payment. The note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Company’s initial business combination is consummated and (ii) the date of the liquidation of the Company. The First Paid Extension Period is the first of up to three three-monththree-month extensions permitted under the charter.

As a result of the First Paid Extension Period, the Company currently hashad until October 22, 2022 to complete its initialbusiness combination.

On October 19, 2022, the Company held a special meeting of the stockholders, to approve a further extension of the date by which the Company had to complete its business combination from October 22, 2022 to July 22, 2023 (the “October 2022 Extension”), which extension was incorporated into the Amendment to the Amended and Restated Certificate of Incorporation which was adopted at such meeting on October 19, 2022. In connection with the approval of the October 2022 Extension, stockholders elected to redeem an aggregate of 12,204,072 shares of Class A common stock. As a result, an aggregate of approximately $125,587,180.34 (or approximately $10.29 per share) was released from the Trust Account to pay such stockholders and 2,441,063 shares of Class A common stock were issued and outstanding on October 19, 2022. The Sponsor loaned the Company approximately $1,383,123 to support the October 2022 Extension, of which an aggregate of approximately $1,383,123 has been deposited into the Trust Account as of October 19, 2022.

On July 19, 2023, the Company held a special meeting of the stockholders, to approve a further extension of the date by which the Company had to complete its business combination from July 22, 2023 to January 22, 2024 (the “July 2023 Extension”), which extension was incorporated into the Amendment to the Amended and Restated Certificate of Incorporation which was adopted at such meeting on July 19, 2023. In connection with the approval of July 2023 Extension, stockholders elected to redeem an aggregate of 376,002 shares of Class A common stock. As a result, an aggregate of $4,209,931.03 (or approximately $11.20 per share) was released from the Trust Account to pay such stockholders. On July 20, 2023, the Company issued an aggregate of 3,457,806 shares of its Class A common stock to the Sponsor upon the conversion (the “Conversion”) of an equal number of shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”) of held by the Sponsor. As a result of the July 2023 Extension and the Conversion, 5,898,869 shares of Class A common stock were issued and outstanding on July 20, 2023. The Sponsor loaned the Company $360,000 to support the July 2023 Extension, of which an aggregate of approximately $[_] had been deposited into the Trust Account as of December 21, 2023.

As a result of the October 2022 Extension and the July 2023 Extension, and as provided in the Amendment to the Amended and Restated Certificate of Incorporation, the Company currently has until January 22, 2024 to complete its business combination (the “Termination Date”). The Company’s board of directors (the “Board”)Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s stockholders approve the Extension Amendment Proposal to allow for additional time to consummate thea business combination. Without the Charter Extension Amendment, the Company believes that the Company will not be able to complete the proposed business combination with Kustom Entertainment on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.

The Company reserves the right at any time to cancel the Special Meeting and not to submit to its stockholders the Extension Amendment Proposal andor implement the Charter Extension. Pursuant to our charter, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination by an additional three months from October 22, 2022 to January 22, 2023 (the “Second Paid Extension Period”), subject to the Sponsor or its affiliates or designees depositing an additional $1,383,123 into the Trust Account, representing $0.10 per public share, on or prior to October 22, 2022 (the “Second Extension Payment”). Additionally, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination by an additional three months from January 22, 2023 to April 22, 2023 (the “Third Paid Extension Period”), subject to the Sponsor or its affiliates or designees depositing an additional $1,383,123 into the Trust Account, representing $0.10 per public share, on or prior to January 22, 2023 (the “Third Extension Payment”).Amendment Proposal. In the event the Special Meeting is cancelled, and the Sponsor or its affiliates or designees do not elect to make the Third Extension Payment, the Company will dissolve and liquidate in accordance with our charter.

Our board of directors (the “Board”)Board does not believe that there will be sufficient time before OctoberJanuary 22, 20222024 to complete thea business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, we will need to obtain approval of the Charter Extension.Extension Amendment Proposal. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate a business combination to the Extended Date in order for our stockholders to have the opportunity to participate in our future investment.

In connection with the Extension Amendment Proposal, public stockholders may elect to redeem their shares of Class A common stock issued in our IPO, which shares we refer to as the “public shares”, for a per-shareper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”),Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which election we refer to as the “Election”, regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when a business combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date. OurPrior to the Conversion, the Sponsor ownsowned: (i) 3,457,807 shares of our Class B common stock, representing all of the shares of Class B common stock currently outstanding, which we refer to as the “Founder Shares”, thatwhich shares were issued to the Sponsor prior to our IPO, and (ii) 571,859 shares of Class A common stock included in private placement units, which we refer to as the “Private Placement Units,” that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Our IPO underwriter, Maxim Group LLC (“Maxim”), owns 138,312 shares of Class A common stock, which we refer to as the “Representative Shares,” and 103,734 shares of Class A common stock included in Private Placement Units that were issued to Maxim simultaneously with the completion of the IPO. Following the Conversion, the Sponsor owns (i) 1 share of Class B common stock and (ii) 4,029,665 shares of Class A common stock.

To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust Account and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or October            , 2022)January 12, 2024). You may tender your shares

by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

If the Extension Amendment Proposal is approved, and the Board decides to implement the Charter Extension, the Sponsor or its designees have agreed towill contribute to us loans (the “Charter Extension Loans”) of the (i)Company as a loan, the lesser of (x) $[          [●] per month or (y) $[●] for eachper public share that is not redeemed, (such amount, the Monthly Amount”) plus (ii) if the business combination is not consummated by November 22, 2022, the Monthly Amount for each calendar month (commencing on November 23, 2022 and ending on the 22nd day of each subsequent month),Extension Period or portion thereof, that is needed by the Company to complete the business combination until July 22, 2023. Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Charter Extension and the length of the extension period that will be needed to complete thean initial business combination. If more than [            ] public shares remain outstanding after redemptions in connection with the Charter Extension, then the amount paid per share will be reduced proportionately. For example, if we complete the business combination on July 22, 2023, which would represent nine calendar months, no public shares are redeemed and all of our public shares remain outstanding in connection with the Charter Extension, then the aggregate amount deposited per share will be approximately $            per share, with the aggregate maximum contribution to the Trust Account being $            . However if [            ] public shares are redeemed and [            ] of our public shares remain outstanding after redemptions in connection with the Charter Extension, then the amount deposited per share for such nine-month period will be approximately $           per share.

Assuming the Extension Amendment Proposal is approved and the Board implements the Charter Extension, the initial Monthly Amount will be deposited in the Trust Account promptly following the Meeting. Each additional Monthly AmountContribution will be deposited in the Trust Account within seven calendarfive (5) business days from the 22ndbeginning of such calendar month (or portion thereof). The CharterFor example, if we take until April 22, 2024, to complete our business combination, which would represent three calendar months, and there are no redemptions in connection with the Extension LoansAmendment Proposal, the Sponsor or its designees would make aggregate Contributions resulting in a redemption amount of approximately $[●], and the per-share amount contributed for the three-month period would be approximately $[●] per share, resulting in a total redemption amount of approximately $[●] per share, in comparison to the current redemption amount of approximately $[●] per share. Accordingly, if the Extension Amendment Proposal is approved and we need until the Extended Date, which is the full amount of time permitted by the Extension Amendment, to complete our business combination or the Company’s subsequent liquidation, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate contributions of $[●], and the per-share amount contributed for the six-month period would be approximately $[●] per share, resulting in a total redemption amount of approximately $[●] per share, in comparison to the current redemption amount of approximately $[●] per share. Any Contribution is conditioned upon the implementation of the Extension Amendment. The Charter Extension LoansAmendment Proposal. No Contribution will not occur if the Extension Amendment Proposal is not approved or if the Charter Extension is not completed. The amount of the Charter Extension Loanseach Contribution will not bear interest and will be repayable by usthe Company to the Sponsor or its designees upon consummation of an initialthe business combination. If the Sponsor or its designees advises us that it doeswe opt not intend to make the Charter Extension Loans, thenutilize any remaining portion of the Extension, Amendment and the Adjournment Proposal will not be put before the stockholders at the Special Meeting andthen we will liquidate and dissolve and liquidatepromptly in accordance with our charter. Our Board will have the sole discretion whether to extend for additional calendar months until July 22, 2023charter, and if our Board determines not to continue extending for additional calendar months, the Sponsor or its designees’Sponsor’s obligation to make additional Charter Extension Loans following such determinationcontributions will terminate.

Based upon the current amount in the Trust Account, the Company anticipates that the per-shareper-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.25$[●] at the time of the Special Meeting. The closing price of the Company’s Class A common stock on September 15, 2022December 21, 2023 as reported on the Nasdaq Capital Market was $10.19.$11.67. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Class A 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 purpose of the Director Election Proposal is to re-elect each of Luis Derechin and Marcos Angelini as Class I directors for another term.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.other proposals.

If the Extension Amendment Proposal is not approved our Sponsor determines not to fund any additional extension as permitted by our existing charter, and we do not consummate a business combination by OctoberJuly 22, 2022,2024, as contemplated by our IPO prospectus and in accordance with our charter, 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 subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-shareper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law, which we refer to as the “DGCL”,“DGCL,” to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our rights, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and Maxim will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

Subject to the foregoing, the affirmative vote of at least 50% of the Company’s outstanding shares of common stock, including the Founder Shares, the Representative Shares and the shares underlying the Private Placement Units (the “Private Placement Shares”), will be required to approve the Extension Amendment Proposal. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The election of the nominees in the Director Election Proposal requires the affirmative vote of a plurality of the issued and outstanding shares of the Company’s common stock represented in person (including virtually) or by proxy at the Special Meeting and entitled to vote thereon. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting.

Our Board has fixed the close of business on December [●], 20222023 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

You are not being asked to vote on a business combination at this time. If the Charter Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Director Election Proposal, and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under Delaware law and the Company’s bylaws, no other business may be transacted at the Special Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Director Election Proposal and the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal. Abstentions and broker-non votes will be considered present for purposes of establishing a quorum for the Director Election Proposal; broker non-votes and abstentions will not count as votes cast for the nominees and will have no effect on the outcome of the vote of the Director Election Proposal. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. Broker non-votes will also not count as votes cast and will have no effect on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy or to vote in person (including virtually) at the Special Meeting will have no effect on the outcome of the vote on the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on , 2022: January 17, 2024: This notice of meeting, and the accompanying Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2022 are available at https://www.cstproxy.com/cloverlcc/2022.[●].

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RISK FACTORS

You should consider carefully all of the risks described in our Quarterly ReportReports on Form 10-Q10-Q filed with the SEC on May 16, 2023, August 14, 2023 and November 26, 2021,14, 2023, our Annual Report on Form 10-K10-K filed with the SEC on April 15, 2022, our Quarterly Report14, 2023, the Registration Statement on Form 10-QS-4/A filed with the SEC on May 17, 2022, our Quarterly Report on Form 10-QDecember 8, 2023 and related amendments and supplements that will be filed with the SEC on August 15, 2022in connection with the business combination with Kustom Entertainment and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Charter Extension Amendment will enable us to complete a business combination.

Approving the Charter Extension Amendment involves a number of risks. Even if the Charter Extension Amendment is approved, the Company can provide no assurances that a business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Charter Extension Amendment is approved, the Company expects to seek stockholder approval of a business combination. We are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve a business combination. Even if the Charter Extension Amendment or a business combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Charter Extension Amendment and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

We may not be ablerecently received a Nasdaq notice for failing to complete an initial business combinationcomply with a U.S. target company since such initial business combination maylisting requirements and there is no assurance we will regain compliance or maintain our Nasdaq listing. If we cannot regain compliance, our securities will be subject to U.S. foreign investment regulationsdelisting and review by a U.S. government entity such as the Committee on Foreign Investment inliquidity and the United States (“CFIUS”), or ultimately prohibited.

Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effecttrading price of such transactions on the national security of the United States. Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national securityour securities could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial 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 initial 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 CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares.

On August 16, 2022,31, 2023, the Inflation Reduction ActCompany received a deficiency letter from the Listing Qualifications Department of 2022Nasdaq notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “IR Act”“Minimum Public Holders Requirement”) was signed into federal law.. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposednotification received has no immediate effect on the repurchasing corporation itself, not its stockholdersCompany’s Nasdaq listing. On October 16, 2023, the Company submitted a plan to regain compliance with the Minimum Public Holders Requirement. On October 25, 2023, the Company received a notice from which shares are repurchased.Nasdaq indicating that it has determined to grant the Company an extension of time to regain compliance with the Minimum Public Holders Requirement. The amountterms of the excise tax is generally 1%extension are as follows: on or before February 27, 2024, the Company must filed with Nasdaq documentation from its transfer agent or an independent source that demonstrates that its common stock has a minimum of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.300 public holders.

If the deadline for usNasdaq delists our securities from trading on its exchange and we are not able to complete a business combination (currently October 22, 2022) is extended,list our public stockholders will have the rightsecurities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to require us to redeem their public shares. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise may be subject to the excise tax. Whether and to what extentoccur, we would be subject to the excise tax in connection with a business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination.face significant material adverse consequences, including:

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete aour initial business combination and may make it more difficult toconstrain the circumstances under which we could complete aan 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,things, to disclosures in SEC filings in connection with business combination transactions involving special purpose acquisition companies (“SPACs”)between SPACS such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company 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 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 aan initial business combination, and may make it more difficult toconstrain the circumstances under which we could complete aan initial 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, asrestricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to consummate acomplete an initial business combination and instead liquidate the Company.

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as 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 business combination. 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 a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete a business combination no later than 24 months after the effective date of the IPO Registration Statement.

Because the SPAC Rule Proposals have not yet been adopted, thereThere is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, whereours. As a result, it hasis possible that a claim could be made that we have been less than 18 months sinceoperating as an unregistered investment company.

If we are deemed to be an investment company under the effective date of its IPO Registration Statement.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, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirementsburdens and expenses for which we have not allotted funds. As a result, ifunless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company. Were we to liquidate, our rights would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, on June 26, 2023, we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our Initial Business Combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

The funds in the Trust Account had, since our IPO, been held 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-7 under the Investment Company Act. However, on June 26, 2023, 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, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our Initial Business Combination or liquidation. The liquidation was effected on July 6, 2023. Following such liquidation, we may abandonreceive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our effortsoriginal Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. Consequently, the transfer of the funds in the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

In the event that we may be deemed to be an investment company, we may be required to liquidate the Company.

We may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate a business combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and instead liquidatecorporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated. Yntegra Capital Management, LLC is the sole managing member of the Sponsor and a U.S. entity. Felipe MacLean, a U.S. citizen is the sole manager of Yntegra Capital Management, LLC, the Sponsor’s managing member. Other members of the Sponsor include certain officers and directors of the Company.

THE EXTENSION AMENDMENT PROPOSAL

Overview

The Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date so as to provide the Company with additional time to complete a business combination.

The Extension Amendment Proposal is required for the implementation of the Board’s plan to allow the Company more time to complete a business combination.

If the Extension Amendment Proposal is not approved our Sponsor determines not to fund any additional extension as permitted by our existing charter, and we have not consummated a business combination by OctoberJanuary 22, 2022,2024, 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 subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-shareper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

A copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in Annex A.

Reasons for the Extension Amendment Proposal

The Company’s existing charter provides that the Company has until OctoberJanuary 22, 20222024 to complete an initiala business combination. The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination.

The Company’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 50% of all outstanding shares of common stock, including the Founder Shares, the Representative Shares and the Private Placement Shares, is required to extend our corporate existence, except in connection with, and effective upon, consummation of a business combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue to believe that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude athe proposed business combination with Kustom Entertainment or another business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a business combination beyond OctoberJanuary 22, 20222024 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek stockholder approval of athe proposed business combination.combination with Kustom Entertainment.

The Extension Amendment Proposal is essential to allowing the Company additional time to consummate thea business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Charter Extension.Extension Amendment. The Company will not proceed with the Charter Extension Amendment if the Company will not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption.

We believe that the foregoing charter provision was included to protect Company stockholders from having to sustain their investments for an unreasonably long period if the Company failedfails to findconsummate a suitable business combination in the timeframe contemplated by the charter.

If the Extension Amendment Proposal is Not Approved

Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate a business combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved our Sponsor determines not to fund any additional extension as permitted by our existing charter, and we have not consummated a business combination with Kustom Entertainment or any other acquisition target by OctoberJanuary 22, 2022,2024, 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 subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-shareper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to the Company’s rights which will expire worthless in the event we wind up. In the event of a liquidation, the Sponsor and Maxim will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, Representative Shares or the Private Placement Shares.

If the Extension Amendment Proposal Is Approved

If the Extension Amendment Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, Class A common stock and public rights will remain publicly traded. The Company will then continue to work to consummate a business combination with Kustom Entertainment by the Extended Date.

Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Charter Extension Amendment at any time without any further action by our stockholders.

If the Extension Amendment Proposal is approved, and the Board decides to implement the Charter Extension, the Sponsor or its designees have agreed towill contribute to us loans (the “Charter Extension Loans”) of the (i)Company as a loan, the lesser of (x) $[            [●] per month or (y) $[●] for eachper public share that is not redeemed, (such amount, the Monthly Amount”) plus (ii) if the business combination is not consummated by November 22, 2022, the Monthly Amount for each calendar month (commencing on November 23, 2022 and ending on the 22nd day of each subsequent month),Extension Period or portion thereof, that is needed by the Company to complete the business combination until July 22, 2023. Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Charter Extension and the length of the extension period that will be needed to complete thean initial business combination. If more than [            ] public shares remain outstanding after redemptions in connection with the Charter Extension, then the amount paid per share will be reduced proportionately. For example, if we complete the business combination on July 22, 2023, which would represent nine calendar months, no public shares are redeemed and all of our public shares remain outstanding in connection with the Charter Extension, then the aggregate amount deposited per share will be approximately $            per share, with the aggregate maximum contribution to the Trust Account being $            . However if [            ] public shares are redeemed and [            ] of our public shares remain outstanding after redemptions in connection with the Charter Extension, then the amount deposited per share for such nine-month period will be approximately $            per share.

Assuming the Extension Amendment Proposal is approved and the Board implements the Charter Extension, the initial Monthly Amount will be deposited in the Trust Account promptly following the Meeting. Each additional Monthly AmountContribution will be deposited in the Trust Account within seven calendarfive (5) business days from the 22ndbeginning of such calendar month (or portion thereof). The CharterFor example, if we take until April 22, 2024, to complete our business combination, which would represent three calendar months, and there are no redemptions in connection with the Extension LoansAmendment Proposal, the Sponsor or its designees would make aggregate Contributions resulting in a redemption amount of approximately $[●], and the per-share amount contributed for the three-month period would be approximately $[●] per share, resulting in a total redemption amount of approximately $[●] per share, in comparison to the current redemption amount of approximately $[●] per share. Accordingly, if the Extension Amendment Proposal is approved and we need until the Extended Date, which is the full amount of time permitted by the Extension Amendment, to complete our business combination or the Company’s subsequent liquidation, and there are no redemptions in connection with the Extension Amendment Proposal, then the Sponsor or its designees would make aggregate contributions of $[●], and the per-share amount contributed for the six-month period would be approximately $[●] per share, resulting in a total redemption amount of approximately $[●] per share, in comparison to the current redemption amount of approximately $[●] per share. Any Contribution is conditioned upon the implementation of the Extension Amendment. The Charter Extension LoansAmendment Proposal. No Contribution will not occur if the Extension Amendment Proposal is not approved or if the Charter Extension is not completed. The amount of the Charter Extension Loanseach Contribution will not bear interest and will be repayable by usthe Company to the

Sponsor or its designees upon consummation of an initialthe business combination. If we opt not to utilize any remaining portion of the Extension, then we will liquidate and dissolve promptly in accordance with our charter, and our Sponsor’s obligation to make additional contributions will terminate.

The Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees advises us that it doesupon consummation of the business combination. If we opt not intend to make the Charter Extension Loans, thenutilize the Extension, Amendment and the Adjournment Proposal will not be put before the stockholders at the Special Meeting andthen we will liquidate and dissolve and liquidatepromptly in accordance with our charter. Our Board will have the sole discretion whether to extend for additional calendar months until July 22, 2023charter, and if our Board determines not to continue extending for additional calendar months, the Sponsor or its designees’Sponsor’s obligation to make additional Charter Extension Loans following such determinationcontributions will terminate.

You are not being asked to vote on a business combination at this time. If the Charter Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Date.

If the Extension Amendment Proposal is approved, and the Charter Extension Amendment is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be significantly less than the approximately $142,467,912.06$[●] that was in the Trust Account as of September 15, 2022.December 21, 2023.

Redemption Rights

If the Extension Amendment Proposal is approved, and the Charter Extension Amendment is implemented, each public stockholder may seek to redeem its public shares at a per-shareper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. As of the record date,December 21, 2023, based on funds in the Trust Account of approximately $142,467,912.06$[●] as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares was approximately $10.25$[●] per share (taking(not taking into account the removal of the accrued interest in the Trust Account to pay our taxes). Holders of public shares who do not elect to redeem their public shares in connection with the Charter Extension Amendment will retain the right to redeem their public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON OCTOBER    , 2022.JANUARY 12, 2024.

In connection with tendering your shares for redemption, prior to [            ] [p.m].5:00 p.m. Eastern time on October    , 2022January 15, 2023 (two business days before the Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30^th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com,SPAC Redemption Team, spacredemptions@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to [            ] [p.m].5:00 p.m. Eastern time on October    , 2022January 12, 2024 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the Extension Amendment 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.

Through the DWAC system, this electronic delivery process 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-referencedabove-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 $100 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 [            ]5:00 p.m. Eastern time on October    , 2022January 12, 2024 (two business days before the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender.tender at any time prior to the Special Meeting. 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 public 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 the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a per-shareper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-shareper-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.25$[●] at the time of the Special Meeting. The closing price of the Company’s Class A common stock on September 15, 2022December 21, 2023 as reported on the Nasdaq Capital Market was $10.19.$11.67.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to [            ] [p.m].

5:00 p.m. Eastern time on October    , 2022January 12, 2024 (two business days before the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Charter Extension.Extension Amendment.

Vote Required for Approval

The affirmative vote by holders of at least 50% of the Company’s outstanding shares of common stock, including the Founder Shares, the Representative Shares and the Private Placement Shares, is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and our Sponsor determines not to fund any additional extension as permitted by our existing charter, if a business combination has not been consummated, the Company will be required by its charter to (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 subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-shareper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement such amendment unless our stockholders approve

the Extension Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.

The Sponsor and all of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the record date, the Sponsor and our directors and executive officers of the Company and their affiliates beneficially owned and were entitled to vote an aggregate of 3,457,807 Founder Shares and 571,859 Private Placement Shares, representing approximately [            ]%22.26% of the Company’s issued and outstanding shares of common stock. The Sponsor, Maxim and our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.

Interests of the Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        

•        the fact that, unless the Company consummates the business combination, the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by it on behalf of the Company, to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (which such unreimbursed expenses amounted to $[            ] as of September 15, 2022, all of which were repaid to the Sponsor on September [    ], 2022]);

•        the fact that the Sponsor has made outstanding loans to the Company in the aggregate amount of approximately $1,383,123 as of September 15, 2022 (which consists of approximately $1,383,123 outstanding under the First Extension Loan), which amount the Company will be unable to repay to the Sponsor to the extent that the amount of such loans exceeds the amount of available proceeds not deposited in the Trust Account if a business combination is not completed;

•        the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

•        the fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are expected to continue to serve as directors at least through the date of the Special Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter.

The Board’s Reasons for the Extension Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared advisable the adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.

Our charter currently provides that, without further Sponsor extension funding, the Company has until OctoberJanuary 22, 20222024 to complete the purposes of the Company including, but not limited to, effecting a business combination under its terms.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain United States federal income tax considerations for holders of our Class A common stock with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to as the “IRS”, and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers,broker-dealers, traders in securities that elect mark-to-marketmark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempttax-exempt organizations (including private foundations)) and investors that will hold Class A common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes, investors subject to the applicable financial statement accounting rules of Section 451(b) of the Code, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A common stock of the Company, and Non-U.S.Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-Unitednon-United States tax considerations, any non-incomenon-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

WE URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to U.S. Holders of our Class A common stock that elect to have their Class A common stock of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A common stock of the Company and is:

•        an individual who is a United States citizen or resident of the United States;

•        a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•        an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

•        

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