Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related


          Audit Report or Completed Interim Review.

On August 11, 2022, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company's management, that the Company's audited balance sheet as of November 8, 2021 filed as Exhibit 99.1 to the Form 8-K filed on November 12, 2021 (the "Original 8-K") should no longer be relied upon due to an error in calculating the liability associated with the unexercised portion of the underwriter's over-allotment option. The Audit Committee of Board of Directors of the Company discussed with the Company's independent accountants and are in agreement with the matters as disclosed in this Form 8-K. The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account. The Company's controls over financial reporting did not provide for the proper calculation of the liability associated with the unexercised portion of the underwriter's over-allotment option. As such, our management team has concluded that our control around the interpretation and accounting for certain complex features of the over-allotment option that was granted to our underwriters was not effectively designed or maintained, causing a material weakness in our internal control over financial reporting of complex financial instruments.

As such, Marcum LLP's audit report on the Company's Balance Sheet as of November 8, 2021 should no longer be relied upon.

Except as described above, this Form 8-K does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this Form 8-K does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein, except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K, other than as described herein, and such forward-looking statements should be read in conjunction with the Company's filings with the Securities and Exchange Commission.

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