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-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 Companys obligations under the Delaware General Corporation Law, which we refer to as 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 Companys warrants or rights, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers or directors, will not receive any monies held in the Trust
Account as a result of its ownership of 2,825,000 shares of our Class B common stock that were issued to the Sponsor prior to our IPO and 393,750 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. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, each of our Chief Financial
Officer and Chief Operating Officer owns 10,000 Founder Shares, each of our four independent directors and two special advisors owns 5,000 Founder Shares, and the Representative owns 125,000 Founder Shares and will not receive any monies held in the
Trust Account as a result of its ownership of such Founder Shares. As used herein, Founder Shares refers to all issued and outstanding shares of our Class B common stock.
If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per public share or (ii) such lesser amount per
public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a
third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of
1933, as amended, which we refer to as the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at
which public shares will be redeemed from cash held in the Trust Account will be approximately $10.15. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less
than $10.15, plus interest, due to unforeseen claims of creditors.
Under the DGCL, stockholders may be held liable for claims by
third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision
for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the
corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholders pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because the Company will not be complying with Section 280 of the DGCL as described in our prospectus filed with the Securities and
Exchange Commission, which we refer to as the SEC, on January 6, 2021, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide
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