As filed
with the Securities and Exchange Commission on November 1, 2022

Registration No. 333-





UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORMS-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933



IRON
HORSE ACQUISITIONS CORP.(Exact name of registrant as specified in its charter)



|Delaware                                                          |  | 6770                                                        |  | 85-1783294                            
|----------------------------------------------------------------- |  | ----------------------------------------------------------- |  | --------------------------------------
|(State or other
    jurisdiction ofincorporation or organization) |  | (Primary Standard
    IndustrialClassification Code Number) |  | (I.R.S. EmployerIdentification Number)



Iron Horse Acquisitions Corp.

P.O. Box 2506

Toluca Lake, California 91610Telephone: (310) 290-5383(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



Jose Antonio Bengochea, Chief Executive
Officer

P.O. Box 2506

Toluca Lake, California 91610Telephone: (310) 290-5383(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:



|Martin C. Glass, Esq.Jenner & Block LLP1155 Avenue of the AmericasNew York, NY 10036Tel: (212) 891-1672 |  | David
                                         Alan Miller, Esq

Jeffrey M. Gallant, Esq.Graubard Miller

The Chrysler Building405 Lexington Avenue

11th Floor

New York, NY 10174Tel: (212) 818-8800
|------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Approximate date of commencement
of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box. o

If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

|Large accelerated filer |  | o |  | Accelerated filer         |  | o
|----------------------- |  | - |  | ------------------------- |  | -
|Non-accelerated filer   |  | x |  | Smaller reporting company |  | x
|                        |  |   |  | Emerging growth company   |  | x

If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

(Cover continued on next page)



The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.











The information in this
preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.



SUBJECT
TO COMPLETION, DATED NOVEMBER 1, 2022



PRELIMINARY PROSPECTUS



$100,000,000



Iron Horse Acquisitions Corp.



10,000,000Units








Iron Horse
Acquisitions Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities,
which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a
particular industry or geographic region although we intend to initially focus on target companies within the media &
entertainment industry with a primary focus on the United States, and in particular on
identifying attractive targets among content studios and film production, family entertainment, animation, music, gaming, e-sports, talent management, talent-facing brands and businesses. We do not have any specific business combination under consideration and we have not (nor has anyone
on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or
otherwise, with respect to such a transaction. If we are unable to consummate an initial business combination within 12 months (or
up to 18 months, if we extend the time to complete a business combination as described in this prospectus) from the closing of
this offering, we will redeem 100% of the public shares for a pro rata portion of the trust account, equal to the aggregate amount
then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
us (less up to $100,000 for our liquidation expenses), divided by the number of then outstanding public shares, subject to
applicable law and as further described herein.



This is an initial public offering of
our securities. Each unit that we are offering has a price of $10.00 and consists of one share of common stock and one warrant.
Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each warrant will become
exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary of our completion
of an initial business combination, or earlier upon redemption or liquidation of the trust account. We have granted the underwriters
a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any.



Our initial stockholders, BTIG, LLC
and EarlyBirdCapital, Inc., the representatives of the underwriters in this offering, have committed that they and/or their designees
will purchase from us an aggregate of 5,000,000 warrants, or “private warrants,” at $1.00 per warrant for a total
purchase price of $5,000,000 in a private placement that will occur simultaneously with the consummation of this offering. They
have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees
will purchase from us additional private warrants on a pro rata basis (up to a maximum of 450,000 private warrants at a price
of $1.00 per private warrant) so that at least $10.10 per share sold to the public in this offering is held in trust. These additional
private warrants will be purchased in a private placement that will occur simultaneously with the purchase of units resulting
from the exercise of the over-allotment option. The private warrants are identical to the warrants included in the units sold
in this offering.



There is presently no public market
for our units, shares of common stock or warrants. We have applied to have our units listed on the New York Stock Exchange or
the NYSE, under the symbol “IRON.U” on or promptly after the date of this prospectus. The common stock and warrants
comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless BTIG
and EarlyBirdCapital inform us of their joint decision to allow earlier separate trading, subject to our filing a Current Report
on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and
issuing a press release announcing when such separate trading will begin. We cannot guarantee that our securities will be approved
for listing. Once the securities comprising the units begin separate trading, the common stock and warrants will be traded on
the NYSE under the symbols “IRON” and “IRONWS,” respectively.



We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act and will therefore be subject to reduced public company reporting requirements.



Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus for a discussion of information
that should be considered in connection with an investment in our securities.







Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.



|                                              |  | Per
    Unit |       | Total
|--------------------------------------------- |  | ------------ | ----- | -----
|Public
    offering price                     |  | $            | 10.00 |      
|Underwriting discounts
    and commissions(1) |  | $            | 0.55  |      
|Proceeds, before
    expenses, to us          |  | $            | 9.45  |      








|(1) | Includes $0.35 per unit, or $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full) in the aggregate payable
to BTIG and EarlyBirdCapital for deferred underwriting commissions which will be placed in a trust account located in the United
States as described herein. The deferred commissions will be released to BTIG and EarlyBirdCapital only upon completion of an
initial business combination, as described in this prospectus. The underwriters have received and will receive compensation in
addition to the underwriting discount, including 250,000 shares of common stock, which we refer to herein as the “Representatives’
founders’ shares.” See “Underwriting” for further information relating to the underwriting compensation
we will pay in this offering.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Upon consummation of the offering, $10.10
per unit sold to the public in this offering (whether or not the underwriters’ over-allotment option has been exercised
in full or in part) without taking into account any interest earned on such funds or any increase as a result of our extending
the time to consummate a business combination as described herein. will be deposited into a United States-based trust account
located in the United States at UBS Financial Services, maintained by Continental Stock Transfer & Trust Company, acting as
trustee. Such amount includes $3,500,000, or $0.35 per unit (or $4,025,000 if the underwriters’ over-allotment option is
exercised in full), payable to BTIG and EarlyBirdCapital as deferred underwriting discounts and commissions. Except as described
in this prospectus, these funds will not be released to us until the earlier of the completion of a business combination and our
redemption of our public shares.



The underwriters are offering the units
on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about 2022.



Joint Book-Running Managers



|BTIG, LLC | EarlyBirdCapital, Inc.
|--------- | ----------------------



, 2022







You should rely only on the information
contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information.
We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.



IRON HORSE ACQUISITIONS CORP.



TABLE OF CONTENTS



|                                                                                          |  | Page
|----------------------------------------------------------------------------------------- |  | ----
|Prospectus
    Summary                                                                    |  | 1   
|Summary
    Financial Data                                                                |  | 21  
|Risk
    Factors                                                                          |  | 22  
|Cautionary
    Note Regarding Forward Looking Statements                                  |  | 43  
|Use
    of Proceeds                                                                       |  | 44  
|Dividend
    Policy                                                                       |  | 47  
|Dilution                                                                                  |  | 48  
|Capitalization                                                                            |  | 49  
|Management’s
    Discussion and Analysis of Financial Condition and Results of Operations |  | 50  
|Proposed
    Business                                                                     |  | 54  
|Management                                                                                |  | 71  
|Principal
    Stockholders                                                                |  | 79  
|Certain
    Transactions                                                                  |  | 81  
|Description
    of Securities                                                             |  | 84  
|Shares
    Eligible for Future Sale                                                       |  | 89  
|Material
    U.S. Federal Tax Considerations                                              |  | 91  
|Underwriting                                                                              |  | 98  
|Legal
    Matters                                                                         |  | 107 
|Experts                                                                                   |  | 107 
|Where
    You Can Find Additional Information                                             |  | 107 
|Index
    to Financial Statements                                                         |  | F-1 

i





PROSPECTUS SUMMARY  This summary
only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain
all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully,
including the information under “Risk Factors” and our financial statements and the related notes included elsewhere
in this prospectus, before investing. References in this prospectus to “we,” “us” or “our company”
refer to Iron Horse Acquisitions Corp. References in this prospectus to our “public shares” are to shares of our common
stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market)
and references to “public stockholders” refer to the holders of our public shares, including our officers and directors
to the extent they purchase public shares, provided that their status as “public stockholders” shall only exist with
respect to such public shares. References in this prospectus to our “management” or our “management team”
refer to our officers and directors and references to our “initial stockholders” are to our stockholders prior to
this offering (excluding BTIG and EarlyBirdCapital). The term “equity-linked securities” refers to any debt or equity
securities issued in a transaction, including but not limited to a private placement of equity or debt, that are convertible,
exercisable or exchangeable for shares of common stock. Unless we tell you otherwise, the information in this prospectus assumes
that the underwriters will not exercise their over-allotment option.  General  We are a blank check company incorporated
as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. We have not selected any specific business combination
target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any
business combination target with respect to an initial business combination with us. While we may pursue an initial business combination
target in any business, industry or geographic location, we intend to search globally for target companies within the media &
entertainment (“M&E”) industry with a primary focus on the United States, and in particular on identifying attractive
targets among content production, celebrity-owned studios or products, rights libraries, family entertainment, animation, gaming,
e-sports, talent management, and more. To date, our efforts have been limited to organizational activities as well as activities
related to this offering. None of our officers, directors, promoters or other affiliates has engaged in any substantive discussions
on our behalf with representatives of other companies regarding the possibility of a potential business combination with us.  Overview  The COVID-19 pandemic catalyzed immense and dramatic power shifts in the vast, interconnected M&E industry, which surged to $2.2 trillion in global revenues in 2021 and is expected to reach $2.6 trillion by 2025 according to a 2021 report by PricewaterhouseCoopers. A clear driver of change in this space has been the evolution of digital consumption, especially as a result of the COVID-19 pandemic, as a sustained revenue driver existing alongside traditional media consumption channels. Consumers’ embrace of the new ecosystem helped offset revenue declines due to pandemic-related closures and has created heightened growth opportunities for media & entertainment companies.  As a result, our management team believes a number of strong and growing M&E businesses are now in a position where capital and expertise are needed to achieve their full growth potential. While some M&E business have turned to consolidation, such as MGM and Amazon, others are seeking capital and scale through alternative means that maintain independence from larger conglomerates. This includes, for instance, celebrity-owned studios and production houses with robust content pipelines seeking enhanced scale; new media entities (e.g., podcast, music rights and IP aggregators, e-Sports) looking for capital to continue their growth trajectory; undervalued talent-facing companies with solid business fundamentals, such as large agencies and PR firms; and non- traditional business divisions, such as virtual reality or animated digital production houses, trapped within traditional media companies.


1





Business Strategy  We believe that our team has desirable attributes that potential
targets in the M&E space are seeking. Our team is a multi-cultural, multi-ethnic mixture of seasoned public-company executives,
Hollywood insiders, media operators, media investors, and public markets specialists. Our team has a demonstrated extensive track
record of successful acquisitions, value creation, and value enhancement, both in and outside the M&E industry, and has access
to proprietary opportunities globally that can be leveraged to drive value. Our team’s proprietary connections include touchpoints
to, for example, celebrity-owned studios and brands, family entertainment media, animation, talent management, and music, including
direct relationships with many celebrities.  Our team’s track record extends to successful experiences
negotiating deals with numerous studios, franchises, agencies, distributors and streamers, as well as experience working directly
with talent and production studios, navigating M&E companies through acquisition transactions (as both acquiror and acquiree),
expanding product ranges for existing businesses, and providing strategic guidance to develop revenue and commercial opportunities.  Furthermore, we believe our team’s diversity is especially
attractive to prospective M&E targets and a key competitive advantage to achieving higher value. The U.S. M&E sector is
one of the least diverse of all industries, with 92% of film executives, for instance, being white, according to a 2021 McKinsey
& Company report. The same report found this has translated into substantial losses for the industry, with an estimated $10
in billion in revenue lost due to a lack of black representation alone.  We believe our diverse management team represents a core advantage
for our company and will make us more attractive to M&E targets, both in terms of addressing diversity gaps and in terms of
helping prospective targets achieve higher returns once public.  Management Team  Our management team has a long history of value
creation in the private and public markets, with a strong track record of creating value for stockholders including through
acquiring and operating successful businesses within our target sectors. In particular, many of the companies our team has invested
in or operated have been affiliated with celebrity partners. Several
 members of our team have unique networks of M&E relationships and extensive experience sourcing and executing transactions
that will enhance our ability to identify, negotiate and complete a successful business combination and accelerate the growth
trajectory and profitability of the acquired business post-business combination.  We believe that we are well positioned to identify attractive
acquisition opportunities in the M&E industry, in particular because our team expects to utilize their access to industry
contacts and proprietary deal flow to generate business combination opportunities. We believe that our team’s networks in
particular will broaden our access to potential transaction opportunities outside typical competitive deal sourcing intermediaries.
Our team is well-connected in our target sectors and, as such we have the opportunity to be potential targets’ preferred
partner for opportunities that they might think are appropriate for a SPAC acquisition.  Our Chief Executive Officer, Jose Antonio Bengochea, and Chief
Financial Officer, Jane Waxman, have extensive media experience. Mr. Bengochea is currently Founder and Chief Executive Officer
of Bengochea Capital LLC, an investment firm founded in 2020 to pursue frontier asset classes and, through Mr. Bengochea’s
network of connections to various industry executives and celebrities, to examine global opportunities in media and entertainment.
Bengochea Capital has been present at the Cannes Film Festival, among other prestigious events, and is a registered media entity
with the Recording Academy. Prior to founding Bengochea Capital, Mr. Bengochea was a part of Sony’s Global Business Development
team in Los Angeles and, before that, worked as a corporate attorney at the law firm of Jenner & Block in New York City. Mr.
Bengochea holds an A.B. summa cum laude from Harvard University, a J.D. degree from Harvard Law School, and an M.B.A. from Harvard
Business School.Mrs. Waxman also boasts a wealth of media experience. Throughout her 30-year tenure at 20th
Century Fox, Mrs. Waxman served in a variety of roles within the finance organization. Most notably, as Executive
Vice President, Deputy CFO she was responsible for driving strategic priorities, setting financial priorities, policies and procedures
and controls for the global finance organization. In this role, she provided financial leadership and guidance to
over 300 employees in all finance divisions including film production, theatrical, home entertainment and television marketing
and distribution, financial reporting, accounting, corporate compliance and strategic sourcing. Before joining 20th
Century Fox, Ms. Waxman was a Senior Auditor at Ernst & Young.


2





The chairman of our Board, Brian Turner, was formerly Chair
of the Board of Microvision, Inc. (NASDAQ: MVIS), a public company in the lidar space, and is currently the company’s Audit
Committee chairman. He has served on numerous public and private companies boards of directors as well. Mr. Turner was the Chief
Financial Officer of Coinstar Inc. from 2003 until June 2009 and was CFO when the company acquired Redbox. He also previously
served as Senior Vice President of Operations, Chief Financial Officer and Treasurer of Real Networks, Inc., a digital media and
technology company.  Ken Hertz, who will be an independent director on our Board
and chair of our Executive Committee, is currently a director for JUST GOODS, an advisor for the William and Jada Smith family’s
(which we refer to as the Smith Family) marquee media and branded products company, Westbrook Inc, and works closely with the
Smith Family Circle which is the family office of the Smith Family. Mr. Hertz is also a Senior Partner in the Los Angeles law
firm of Hertz Lichtenstein & Young LLP, where his firm’s clients include some of the most
prominent stars in pop, country, and Latin music as well as in film, TV, and sports.  Kosaku Yada and Miguel
Melendez, who will serve as our strategic advisors, are also deeply integrated with several media companies and celebrity circles.
Mr. Yada is the CEO and a co-founder of Westbrook Inc., as well as a director for the Smith Family Circle, Founding CEO of the
Smith Family Circle, a Board Member of JUST Goods, Inc, and Managing Partner at Dreamers VC. Mr. Melendez is also a Westbrook
Inc. co-founder, as well as a co-founder of Just Water and a partner in Three Six Zero Entertainment.He has been a talent
and business management executive for over three decades and has been with the Smith Family for over 20 years, where he has established
and guided the careers of numerous recording artists and international pop acts, including Academy Award and Grammy Award winner
Jennifer Hudson, Grammy Award winning artist Robin Thicke and Teddy Riley’s Blackstreet. Mr. Melendez’s creative partnership
with client Jada Pinkett Smith has produced a variety of successful content in both television and film including the Emmy Award
winning Facebook Watch series, Red Table Talk, the critically acclaimed TNT series Hawthorne and the Queen Latifah Talk
Show for CBS.  The past performance of our management team is not a guarantee
that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business
combination we may consummate. Our management team may have had acquisitions or investments that were not successful. You should
not rely on the historical record of our management’s performance as indicative of our future performance.  Commitment to Diversity  As a first generation
American and native Spanish speaker, Mr. Bengochea is a passionate advocate for greater diversity in entertainment, media, and
the public markets, and for promoting more people of color in executive leadership level.  Several members of our
team champion diversity of leadership and investment. This is a statistical rarity in both the public markets and in the SPAC
space, and a gap in the market that there is high demand to remedy both in the public markets and in the media and entertainment
industry.  We believe our diversity
at the management level further augments our team’s attractiveness to potential targets, and is a significant point of differentiation
currently unmatched in the SPAC marketplace.


3





Acquisition Strategy  Our team intends to leverage its skills, expertise and network
within Hollywood and other international M&E hubs to identify attractive target companies and provide guidance on the benefits
of being a publicly-traded entity, including broader access to capital, increased liquidity for potential acquisitions, expanded
branding opportunities in the marketplace, and reputational and consumer confidence gains, and on the process of transitioning
from a private company to a public registrant. We also expect to be able to source potential targets from our team’s contacts
within private equity, with celebrities, with M&E investors, and with various industry leaders. Upon completion of this offering,
each of our team members will communicate our acquisition criteria to their respective networks and immediately begin screening
opportunities.  Consistent with this strategy, we have identified parameters
and criteria that we think are important and relevant in evaluating prospective target businesses. We intend to apply these parameters
in evaluating prospects, although we may ultimately decide to execute our initial business combination with a company that may
not match all of our initial parameters:  •
    Growth Prospects: we intend to seek companies with high growth trajectories within the M&E industry that are
    driven by competitive advantages that can be accelerated or magnified through a partnership with us and access to the public
    markets.•
    Earnings Potential: we intend to acquire one or more businesses that have multiple and diverse potential drivers
    of revenue and earnings growth and that have the potential to generate strong and stable free cash flow.•
    M&E Focus: we intend to prioritize entities within our
    team’s core spheres of expertise and from among our team’s networks, such as celebrity content producers and
    brands and family entertainment, animation, gaming, and businesses which we believe have benefited from the global pandemic
    and subsequent evolution of media.•
    Diversity: we intend to seek targets that can benefit from our
    team’s diversity and relationships in the M&E sector.This includes prospective targets who can enhance
    their existing business and generate value by working with individual members of our team or becoming part of our
    team’s network; targets who are minority owned-or-operated; and targets who wish to increase or highlight their
    executive diversity.•
    Public Advantages: we intend to seek target companies that are
    public market ready and whose leadership teams have the vision to take advantage of and appreciate the benefits of becoming a
    publicly-traded entity.•
    Evolving Circumstance: we intend to seek companies which are
    capitalizing on M&E industry shifts and trends created by various factors such as the COVID-19 pandemic and the migration
    from cable television to streaming services.•
    Valuations: we consider ourselves to be rigorous, disciplined and
    valuation-centric investors, with a keen understanding of market value and successful track record. We intend to seek
    companies with a respectable market share and growth potential in the segments in which they operate. We expect that the
    COVID-19 pandemic and ongoing turbulence in the market have continued to disrupt a number of companies within the
    M&E industry who may also be available at a discount.  These criteria are not intended to
be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent
relevant, on these general guidelines, as well as other considerations, factors and criteria deemed relevant by our management
in effecting our initial business combination consistent with our business objectives. In evaluating a prospective target business,
we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information
which will be made available to us.  We are not prohibited from pursuing a business combination
with a company that is affiliated with our sponsor, officers or directors. In the event that we seek to complete a business combination
with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions
that our business combination is fair to our stockholders from a financial point of view. In the event that we seek such a business
combination, the independent members of our board of directors would be required to approve the transaction.


4





Effecting a
Business Combination  We will either (1) seek stockholder approval
of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares,
regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with
the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for
an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in
each case subject to the limitations described herein and in our amended and restated certificate of incorporation. The decision
as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares
to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If we decide
to allow stockholders to sell their shares to us in a tender offer, we will file tender offer documents with the SEC which will
contain substantially the same financial and other information about the initial business combination as is required under the
SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001
immediately prior to or upon consummation of such business combination and, if we seek stockholder approval, a majority of the
outstanding shares of common stock voted are voted in favor of the business combination. We have no specified maximum percentage
threshold for conversions in our amended and restated certificate of incorporation and even those public stockholders who vote
in favor of our initial business combination have the right to convert their public shares. As a result, this may make it easier
for us to consummate our initial business combination.  We will have up to 12 months from the
closing of this offering to consummate an initial business combination. In addition, if we anticipate that we may not be able
to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated
to, extend the period of time to consummate a business combination two times by an additional three months each time (for
a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated
certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust
Company on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination
in the absence of a proxy statement for our insiders or their affiliates or designees, upon five days’ advance notice
prior to the applicable deadline, to deposit into the trust account $1,000,000, or $1,150,000 if the over-allotment option is
exercised in full ($0.10 per share in either case, or an aggregate of $2,000,000 (or $2,300,000 if the over-allotment option is
exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to
complete a business combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest
bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable
to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be
paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation
of our business combination into additional private warrants at a price of $1.00 per warrant. Our stockholders have approved the
issuance of the private warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the
time of the consummation of our initial business combination. In the event that we receive notice from our insiders five days
prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention
at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after
the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees
are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent
that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such
insiders (or their affiliates or designees) may deposit the entire amount required. If we are unable to consummate an initial
business combination within such time period, we will redeem 100% of our outstanding public shares for a pro rata portion of the
funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to us for taxes as described herein (and less up to $100,000
of interest which can be used for liquidation expenses), divided by the number of then outstanding public shares, subject to applicable
law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata redemption price to be approximately
$10.10 per share of common stock (regardless of whether or not the underwriters exercise their over-allotment option), without
taking into account any interest earned on such funds or any increase as a result of our extending the time to consummate a business
combination as described herein. However, we cannot assure you that we will in fact be able to distribute such amounts as a result
of claims of creditors which may take priority over the claims of our public stockholders.


5





NYSE listing rules require that our initial
business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the
assets held in the trust account at the time of the agreement to enter into the initial business combination (excluding deferred
underwriting commissions and taxes payable). The fair market value of the target or targets will be determined by our board of
directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales,
earnings, cash flow and/or book value). Although our board of directors will rely on generally accepted standards, our board of
directors will have discretion to select the standards employed. In addition, the application of the standards generally involves
a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in
evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by
us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of
the target business, as well as the basis for our determinations. If our board is not able independently to determine the fair
market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another
independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Notwithstanding
the foregoing, if we are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80%
fair market value test.  We currently anticipate structuring a
business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however,
structure our initial business combination where we merge directly with the target business or a newly formed subsidiary or where
we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target
management team or stockholders or for other reasons, but we intend to only complete such business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders
prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations
ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we
issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could
acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares,
our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares
subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is
what will be valued for purposes of the 80% fair market value test.  Potential Conflicts  Members of our management team will directly
or indirectly own shares of our common stock, or other instruments, such as warrants, linked to our common stock, following this
offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate
business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict
of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers
and directors was included by a target business as a condition to any agreement with respect to our initial business combination.  Our officers and directors have agreed
to present to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust
account, subject to any fiduciary or contractual obligations they may have. As more fully discussed in “Management —
Conflicts of Interest,” if any of our officers or directors becomes aware of an initial business combination opportunity
that might be attractive to any entity to which he has fiduciary or contractual obligations, he may be required to present such
initial business combination opportunity to such entity prior to presenting such initial business combination opportunity to us.
For more information on the relevant pre-existing fiduciary duties or contractual obligations of our management team, see the
section titled “Management — Conflicts of Interest.”


6





Private Placements  In November 2021, we issued an aggregate
of 5,750,000 shares of our common stock, which we refer to throughout this prospectus as the “founders’ shares,”
for an aggregate purchase price of $25,000, or approximately $0.00435 per share, to our initial stockholders. In September 2022,
the initial stockholders surrendered 2,875,000 shares of common stock resulting in there being an aggregate of 2,875,000 founders’
shares outstanding.  The founders’ shares held by our
initial stockholders include an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part, so that our initial stockholders will continue to own 20.0% of our
issued and outstanding shares after this offering (not including the Representatives’ founders’ shares described below
and assuming the initial stockholders do not purchase units in this offering).  We have also issued to designees of BTIG
and EarlyBirdCapital an aggregate of 250,000 shares of common stock, which we refer to throughout this prospectus as the “Representatives’
founders’ shares,” at a price of $0.004 per share. The Representatives’ founders’ shares are deemed to
be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual.  In addition, our initial stockholders
and BTIG and EarlyBirdCapital have agreed that they and/or their designees will purchase from us an aggregate of 5,000,000 warrants
(4,500,000 warrants by our initial stockholders and 500,000 warrants by BTIG and EarlyBirdCapital and/or their designees) at a
price of $1.00 per warrant, for an aggregate purchase price of $5,000,000 in a private placement that will occur simultaneously
with the closing of this offering. They have also agreed that if the over-allotment option is exercised by the underwriters in
full or in part, they and/or their designees will purchase from us an additional number of private warrants (up to a maximum of
450,000 private warrants (370,000 private warrants by our initial stockholders and 80,000 private warrants by BTIG and EarlyBirdCapital
and/or their designees)) at $1.00 per private warrant in order to maintain in the trust account at least $10.10 per unit sold
to the public in this offering, without taking into account any interest earned on such funds or any increase as a result of our
extending the time to consummate a business combination as described herein. These additional private warrants will be purchased
in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment
option. The proceeds from the private placement of the private warrants will be added to the proceeds of this offering and placed
in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. If we do not complete an
initial business combination within 12 months (or up to 18 months, if we extend the time to complete a business combination
as described in this prospectus) from the closing of this offering, the proceeds from the sale of the private warrants will be
included in the liquidating distribution to our public stockholders and the private warrants will be worthless.  Corporate Information  Our executive offices are located at P.O.
Box 2506, Toluca Lake, California 91610 and our telephone number is (310) 290-5383.  We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.  In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth
company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.  We will remain an emerging growth company
until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering,
(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that
year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities
during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated
with it in the JOBS Act.  Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held
by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded
$100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million
as of the end of that year’s second fiscal quarter.


7





THE OFFERING  Securities
    offered
    
    10,000,000
    units, at $10.00 per unit, each unit consisting of one share of common stock and one warrant.Listing of
    our securities and proposed symbols
    
    We anticipate that the
    units, and the shares of common stock and warrants once they begin separate trading, will be listed on the NYSE under the
    symbols  “IRON.U”, “IRON” and “IRONWS”.Trading commencement
    and separation of common stock and warrants
    
    The units will begin
    trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate
    trading on the 52nd day following the date of this prospectus unless BTIG and EarlyBirdCapital inform us of their
    decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and
    having issued a press release and filed a Current Report on Form 8-K announcing when such separate trading will begin.Once the shares of common
    stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units
    into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units
    into shares of common stock and warrants.In no event will the
    common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an
    audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current
    Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from
    the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of
    such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial
    information to reflect the exercise of the underwriters’ over-allotment option. We will also include the Form 8-K, or
    amendment thereto, or in a subsequent Form 8-K, information indicating if BTIG and EarlyBirdCapital have allowed separate
    trading of the common stock and warrants prior to the 52nd day after the date of this prospectus.


8





Units:Number outstanding
    before this offering
    
    0 unitsNumber outstanding
    after this offering
    
    10,000,000
 unitsShares of common
    stock:Number outstanding
    before this offering
    
    3,125,000 shares(1)Number to be
    outstanding after this offering and private placement
    
    12,750,000 shares(2)Warrants:Number outstanding
    before this offering
    
    0 warrantsNumber to be
    sold in private placement
    
    5,000,000 warrantsNumber to be
    outstanding after this offering and private placement
    
    15,000,000 warrants(2)Exercisability
    
    Each warrant is exercisable
    for one share of common stock at a price of $11.50 per share. The warrants will become exercisable 30 days after the completion
    of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of
    our completion of an initial business combination, or earlier upon redemption or liquidation of the trust account.  
  (1)Represents 2,875,000
                                                             founders’ shares and 250,000 Representatives’ founders’
                                                             shares. The 2,875,000 founders’ shares includes an aggregate
                                                             of up to 375,000 founders’ shares that are subject to forfeiture
                                                             if the over-allotment option is not exercised by the underwriters
                                                             in full.(2)Assumes the
                                                             over-allotment option has not been exercised and an aggregate of
                                                             375,000 founders’ shares have been forfeited.


9





Exercise
    price
    
    $11.50
    per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked
    securities for capital raising purposes in connection with the closing of our initial business combination at an issue price
    or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be
    determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their
    affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate
    gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
    the funding of our initial business combination on the date of the consummation of our initial business combination (net of
    redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting
    on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
    Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
    to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or
    equity-linked securities.No
    warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of
    common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding
    the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not
    effective within a specified period following the consummation of our initial business combination, warrant holders may, until
    such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
    registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the
    Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or
    another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.Redemption
    
    We
    may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant at any time after the warrants
    become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price
    of our shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations
    and recapitalizations) for any 20 trading days within a 30 trading day period commencing at any time after the shares underlying
    the warrants have been registered for issuance and ending three business days before we send the notice of redemption; and
    if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying
    such warrants.If
    the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its
    warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $18.00
    trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.If
    we call the warrants for redemption as described above, our management will have the option to require all holders that wish
    to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by
    surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product
    of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of
    the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market
    value” for this purpose shall mean the average reported last sale price of the shares of common stock for the five trading
    days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.


10





Securities
    purchased, or being purchased, by insiders in connection with this offering
    
    Our
    initial stockholders initially purchased an aggregate of 5,750,000 founders’ shares for an aggregate purchase price
    of $25,000. In September 2022, the initial stockholders surrendered 2,875,000 shares of common stock resulting in there being
    an aggregate of 2,875,000 founders’ shares outstanding. The 2,875,000 founders’ shares held by our initial stockholders
    includes an aggregate of up to 375,000 shares of common stock subject to forfeiture to the extent that the over-allotment
    option is not exercised by the underwriters in full or in part. Our initial stockholders will be required to forfeit only
    a number of shares of common stock necessary to continue to maintain the 20.0% ownership interest in our shares of common
    stock after giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option (excluding
    the Representatives’  founders’ shares and any shares included in units purchased in this offering). The
    founders’ shares are identical to the shares of common stock included in the units being sold in this offering. However,
    our initial stockholders and officers and directors have agreed (A) to vote any shares owned by them in favor of any proposed
    business combination, (B) not to convert any shares in connection with a stockholder vote to approve a proposed initial business
    combination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (C)
    that the founders’ shares will not participate in any liquidating distributions from our trust account upon winding
    up if a business combination is not consummated.Our
    initial stockholders and BTIG and EarlyBirdCapital have committed that they and/or their designees will purchase simultaneously
    with the consummation of this offering an aggregate of 5,000,000 private warrants at $1.00 per private warrant for a total
    purchase price of $5,000,000 pursuant to subscription agreements with us. They have also agreed that if the over-allotment
    option is exercised by the underwriters in full or in part, they will purchase from us, on a pro rata basis, an additional
    number of private warrants (up to a maximum of 450,000 private warrants at a price of $1.00 per warrant) in an amount necessary
    to maintain in the trust account $10.10 per unit sold to the public in this offering, without taking into account any interest
    earned on such funds or any increase as a result of our extending the time to consummate a business combination as described
    herein. These additional private warrants will be purchased in a private placement that will occur simultaneously with the
    purchase of units resulting from the exercise of the over-allotment option. The private warrants are identical to the warrants
    sold in this offering. For as long as the private warrants are held by BTIG and EarlyBirdCapital or their designees or affiliates,
    they may not be exercised after five years from the effective date of the registration statement of which this prospectus
    forms a part.As
    a result, if we sought stockholder approval of a proposed transaction we could need as little as 3,625,001 of our 10,000,000
    public shares (or approximately 36.3% of our public shares) to be voted in favor of the transaction in order to have such
    transaction approved (assuming all shares are voted, the over-allotment option is not exercised, that the initial stockholders
    do not purchase any units in this offering or units or shares in the after-market and that the 250,000 Representatives’
    founders’ shares are voted in favor of the transaction). If only a minimum number of shares are voted to reach a quorum
    for the meeting, we could need as little as 437,501 of our 10,000,000 public shares (or approximately 4.38% of our public
    shares) to be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment option
    is not exercised, that the initial stockholders do not purchase any units in this offering or units or shares in the after-market
    and that the 250,000 Representatives’ founders’ shares are voted in favor of the transaction). In the event of
    a liquidation prior to our initial business combination, the private warrants will likely be worthless.


11





Restrictions
    on transfer of founders’ shares and private warrants
    
    Our initial stockholders have agreed that the founders’ shares will be placed into an escrow account maintained in New York, New
    York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these
    shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions set forth below)
    for a period ending on the 180-day anniversary of the date of the consummation of our initial business combination, or earlier
    if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction
    which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or
    other property. The limited exceptions include transfers, assignments or sales (i) to our or our initial stockholders’
    officers, directors, consultants or their affiliates, (ii) to an entity’s members upon its liquidation, (iii) to relatives
    and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to
    a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our
    initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater
    than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent)
    where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.The
    purchasers of the private warrants have also agreed not to transfer, assign or sell any of the private warrants, including
    the underlying shares of common stock (except in connection with the same limited exceptions that the founders’ shares
    may be transferred as described above), until after the completion of our initial business combination.Representatives’
    founders’ shares
    
    In
    December 2021, we issued to designees of EarlyBirdCapital the 250,000 Representatives’ founders’ shares. In August
    2022, EarlyBirdCapital transferred 125,000 Representatives’ founders’ shares to BTIG.  The holders of
    the Representatives’ founders’ shares have agreed not to transfer, assign or sell any such shares without our
    prior consent until the completion of our initial business combination. In addition, the holders of the Representatives’
    founders’ shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with
    respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights
    to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business
    combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described
    in this prospectus) from the closing of this offering, or such longer time as approved by the majority of our stockholders.


12





Offering
    proceeds to be held in trust
    
    $101,000,000
    (or $116,150,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds
    we will receive from the sale of the private warrants, or $10.10 per unit sold to the public in this offering, will be placed
    in a U.S.-based trust account at UBS Financial Services, Inc. with Continental Stock Transfer & Trust Company acting as
    trustee pursuant to an agreement to be signed on the date of this prospectus. These proceeds include $3,500,000 (or $4,025,000
    if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions. Except as set
    forth below, the proceeds held in the trust account will not be released until the earlier of the completion of an initial
    business combination and our redemption of 100% of the outstanding public shares if we have not completed a business combination
    in the required time period. Therefore, except as set forth below, unless and until an initial business combination is consummated,
    the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses
    which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to
    acquire a target business.Notwithstanding
    the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that
    we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business
    combination only from the net proceeds of this offering not held in the trust account (initially estimated to be $1,250,000).
    Additionally, in order to meet our working capital needs following the consummation of this offering if the funds available
    to us are insufficient, our officers, directors, initial stockholders or their 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 either be paid upon consummation of our initial public offering, without
    interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price of
    $1.00 per warrant. These warrants would be identical to the private warrants. In the event that the initial business combination
    does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but
    no other proceeds from our trust account would be used for such repayment. Prior to the closing of this offering, our sponsor
    has agreed to loan us up to $1,500,000 to be used for a portion of the expenses of this offering. As of June 30, 2022, we
    had borrowed $314,224 (of up to $1,500,000 available to us) under the promissory note with our sponsor. These loans are non-interest
    bearing, unsecured and are due at the earlier of December 31, 2022 or the closing of this offering. The loan will be repaid
    upon the closing of this offering with proceeds not held in the trust account.None
    of the warrants may be exercised until 30 days after the consummation of a business combination and, thus, after the proceeds
    of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed
    in the trust account.


13





Limited
    payments to insiders
    
    There
    will be no fees, reimbursements or other cash payments paid to our officers, directors, initial stockholders or their affiliates
    for any services they render prior to, or in order to effectuate the consummation of, an initial business combination (regardless
    of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of
    this offering held in the trust account prior to the completion of our initial business combination:•
    repayment of up to an aggregate of $1,500,000 in loans made to us by our sponsor to
cover offering-related and organizational expenses;•
    payment
                                                                                                            of a total of $52,500
                                                                                                            per month, for 12
                                                                                                            months, representing
                                                                                                            (i) $17,500 per month
                                                                                                            payable to our sponsor
                                                                                                            in exchange for certain
                                                                                                            general and administrative
                                                                                                            services to be provided
                                                                                                            by our sponsor, including
                                                                                                            office space and administrative
                                                                                                            and support services,
                                                                                                            and (ii) $35,000 per
                                                                                                            month payable to our
                                                                                                            Chief Executive Officer
                                                                                                            and consultants to
                                                                                                            assist us with our
                                                                                                            search for a target
                                                                                                            business;•
    reimbursement
        of out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating
        possible business targets and business combinations; and•
    repayment of non-interest-bearing loans which may be made by our sponsor or an affiliate
of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business
combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of
the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability
and exercise period. Except as set forth above, the terms of such working capital loans by our sponsor or its affiliates, or our
officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.Our
    audit committee will review and approve all reimbursements and payments made to our officers, directors, initial stockholders
    or our or their respective affiliates, with any interested director abstaining from such review and approval.


14





Stockholder
    approval of, or tender offer in connection with, initial business combination
    
    In
    connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business
    combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether
    they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate
    amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to
    sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal
    to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case
    subject to the limitations described herein and in our amended and restated certificate of incorporation. If we determine
    to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its
    shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval
    of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by
    us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether
    the terms of the transaction would otherwise require us to seek stockholder approval. If we determine to allow stockholders
    to sell their shares to us in a tender offer, we will file tender offer documents with the SEC which will contain substantially
    the same financial and other information about the initial business combination as is required under the SEC’s proxy
    rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 immediately
    prior to or upon consummation of such business combination and, if we seek stockholder approval, a majority of the outstanding
    shares of common stock voted
    are voted in favor of the business combination. We have no specified maximum percentage threshold for conversions in our amended
    and restated certificate of incorporation and even those public stockholders who vote in favor of our initial business combination
    have the right to convert their public shares. As a result, this may make it easier for us to consummate our initial business
    combination.We
    chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under
    the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes
    any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account
    upon consummation of such initial business combination, we may need to have more than $5,000,001 in net tangible assets immediately
    prior to or upon consummation and this may force us to seek third party financing which may not be available on terms acceptable
    to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to
    locate another suitable target within the applicable time period, if at all.Our
    initial stockholders and officers and directors and their affiliates have agreed (i) to vote any shares owned by them in favor
    of any proposed business combination, (ii) not to convert any shares in connection with a stockholder vote to approve a proposed
    initial business combination and (iii) not to sell any shares to us in a tender offer in connection with any proposed business
    combination.None
    of our initial stockholders, officers, directors or their affiliates has indicated any intention to purchase units in this
    offering or any units or shares of common stock from persons in the open market or in private transactions. However, if we
    hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention
    to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could
    make such purchases in the open market or in private transactions in order to influence any vote held to approve a proposed
    initial business combination. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates
    will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange
    Act, which are rules designed to prevent potential manipulation of a company’s stock.


15





Conversion
    rights
    
    In
    connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder
    will have the right, regardless of whether he is voting for or against such proposed business combination or does not vote
    at all, to demand that we convert his shares into a pro rata share of the trust account. The per-share amount we will distribute
    to investors who properly convert their shares will not be reduced by the deferred underwriting commissions we will pay to
    BTIG and EarlyBirdCapital.We
    may require public stockholders, whether they are a record holder or hold their shares in “street name,” to either
    (i) physically tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically
    using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each
    case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve
    the business combination. There is a nominal cost associated with this 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 it would be up to the broker whether or not to pass this cost on to the converting holder.Liquidation
    if no business combination
    
    We
                                                                                                                     will have
                                                                                                                     up to 12
                                                                                                                     months from
                                                                                                                     the closing
                                                                                                                     of this offering
                                                                                                                     to consummate
                                                                                                                     an initial
                                                                                                                     business
                                                                                                                     combination.
                                                                                                                     However,
                                                                                                                     if we anticipate
                                                                                                                     that we may
                                                                                                                     not be able
                                                                                                                     to consummate
                                                                                                                     our initial
                                                                                                                     business
                                                                                                                     combination
                                                                                                                     within 12 months,
                                                                                                                     our insiders
                                                                                                                     or their
                                                                                                                     affiliates
                                                                                                                     may, but
                                                                                                                     are not obligated
                                                                                                                     to, extend
                                                                                                                     the period
                                                                                                                     of time to
                                                                                                                     consummate
                                                                                                                     a business
                                                                                                                     combination
                                                                                                                     two times
                                                                                                                     by an additional
                                                                                                                     three months
                                                                                                                     each time
                                                                                                                     (for a total
                                                                                                                     of up to
                                                                                                                     18 months
                                                                                                                     to complete
                                                                                                                     a business
                                                                                                                     combination),
                                                                                                                     provided
                                                                                                                     that, pursuant
                                                                                                                     to the terms
                                                                                                                     of our amended
                                                                                                                     and restated
                                                                                                                     certificate
                                                                                                                     of incorporation
                                                                                                                     and the trust
                                                                                                                     agreement
                                                                                                                     to be entered
                                                                                                                     into between
                                                                                                                     us and Continental
                                                                                                                     Stock Transfer
                                                                                                                     & Trust
                                                                                                                     Company on
                                                                                                                     the date
                                                                                                                     of this prospectus,
                                                                                                                     the only
                                                                                                                     way to extend
                                                                                                                     the time
                                                                                                                     available
                                                                                                                     for us to
                                                                                                                     consummate
                                                                                                                     our initial
                                                                                                                     business
                                                                                                                     combination
                                                                                                                     in the absence
                                                                                                                     of a proxy
                                                                                                                     statement
                                                                                                                     for our insiders
                                                                                                                     or their
                                                                                                                     affiliates
                                                                                                                     or designees,
                                                                                                                     upon five days’
                                                                                                                     advance notice
                                                                                                                     prior to
                                                                                                                     the applicable
                                                                                                                     deadline,
                                                                                                                     to deposit
                                                                                                                     into the
                                                                                                                     trust account
                                                                                                                     $1,000,000,
                                                                                                                     or $1,150,000
                                                                                                                     if the over-allotment
                                                                                                                     option is
                                                                                                                     exercised
                                                                                                                     in full ($0.10
                                                                                                                     per share
                                                                                                                     in either
                                                                                                                     case, or
                                                                                                                     an aggregate
                                                                                                                     of $2,000,000
                                                                                                                     (or $2,300,000
                                                                                                                     if the over-allotment
                                                                                                                     option is
                                                                                                                     exercised
                                                                                                                     in full)),
                                                                                                                     on or prior
                                                                                                                     to the date
                                                                                                                     of the applicable
                                                                                                                     deadline.
                                                                                                                     In the event
                                                                                                                     that they
                                                                                                                     elected to
                                                                                                                     extend the
                                                                                                                     time to complete
                                                                                                                     a business
                                                                                                                     combination
                                                                                                                     and deposited
                                                                                                                     the applicable
                                                                                                                     amount of
                                                                                                                     money into
                                                                                                                     trust, the
                                                                                                                     insiders
                                                                                                                     would receive
                                                                                                                     a non-interest
                                                                                                                     bearing,
                                                                                                                     unsecured
                                                                                                                     promissory
                                                                                                                     note equal
                                                                                                                     to the amount
                                                                                                                     of any such
                                                                                                                     deposit that
                                                                                                                     will not
                                                                                                                     be repaid
                                                                                                                     in the event
                                                                                                                     that we are
                                                                                                                     unable to
                                                                                                                     close a business
                                                                                                                     combination
                                                                                                                     unless there
                                                                                                                     are funds
                                                                                                                     available
                                                                                                                     outside the
                                                                                                                     trust account
                                                                                                                     to do so.
                                                                                                                     Such notes
                                                                                                                     would either
                                                                                                                     be paid upon
                                                                                                                     consummation
                                                                                                                     of our initial
                                                                                                                     business
                                                                                                                     combination,
                                                                                                                     or, at the
                                                                                                                     lender’s
                                                                                                                     discretion,
                                                                                                                     converted
                                                                                                                     upon consummation
                                                                                                                     of our business
                                                                                                                     combination
                                                                                                                     into additional
                                                                                                                     private warrants
                                                                                                                     at a price
                                                                                                                     of $1.00
                                                                                                                     per warrant.
                                                                                                                     Our stockholders
                                                                                                                     have approved
                                                                                                                     the issuance
                                                                                                                     of the private
                                                                                                                     warrants
                                                                                                                     upon conversion
                                                                                                                     of such notes,
                                                                                                                     to the extent
                                                                                                                     the holder
                                                                                                                     wishes to
                                                                                                                     so convert
                                                                                                                     such notes
                                                                                                                     at the time
                                                                                                                     of the consummation
                                                                                                                     of our initial
                                                                                                                     business
                                                                                                                     combination.
                                                                                                                     In the event
                                                                                                                     that we receive
                                                                                                                     notice from
                                                                                                                     our insiders
                                                                                                                     five days
                                                                                                                     prior to
                                                                                                                     the applicable
                                                                                                                     deadline
                                                                                                                     of their
                                                                                                                     intent to
                                                                                                                     effect an
                                                                                                                     extension,
                                                                                                                     we intend
                                                                                                                     to issue
                                                                                                                     a press release
                                                                                                                     announcing
                                                                                                                     such intention
                                                                                                                     at least
                                                                                                                     three days
                                                                                                                     prior to
                                                                                                                     the applicable
                                                                                                                     deadline.
                                                                                                                     In addition,
                                                                                                                     we intend
                                                                                                                     to issue
                                                                                                                     a press release
                                                                                                                     the day
                                                                                                                     after the
                                                                                                                     applicable
                                                                                                                     deadline
                                                                                                                     announcing
                                                                                                                     whether or
                                                                                                                     not the funds
                                                                                                                     had been
                                                                                                                     timely deposited.
                                                                                                                     Our insiders
                                                                                                                     and their
                                                                                                                     affiliates
                                                                                                                     or designees
                                                                                                                     are not obligated
                                                                                                                     to fund the
                                                                                                                     trust account
                                                                                                                     to extend
                                                                                                                     the time
                                                                                                                     for us to
                                                                                                                     complete
                                                                                                                     our initial
                                                                                                                     business
                                                                                                                     combination.
                                                                                                                     To the extent
                                                                                                                     that some,
                                                                                                                     but not all,
                                                                                                                     of our insiders,
                                                                                                                     decide to
                                                                                                                     extend the
                                                                                                                     period of
                                                                                                                     time to consummate
                                                                                                                     our initial
                                                                                                                     business
                                                                                                                     combination,
                                                                                                                     such insiders
                                                                                                                     (or their
                                                                                                                     affiliates
                                                                                                                     or designees)
                                                                                                                     may deposit
                                                                                                                     the entire
                                                                                                                     amount required.


16





If we are unable to complete an
        initial business combination by 12 months (or up to 18 months, if we extend the time to complete a business combination
        as described above) from the closing of this offering, 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 not previously released to us (net of taxes payable and up to $100,000 of interest that may be
        released to us to pay liquidation expenses), 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. We cannot assure you that we will have funds sufficient to pay or provide for all creditors’
        claims. Although we are required to have all third parties (including any vendors or other entities we engage after this
        offering) and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim
        of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements.
        There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims
        against the trust account for monies owed them.  Bengochea SPAC Sponsors I LLC, an entity affiliated with Jose Bengochea,
        our Chief Executive Officer, has agreed that it will be liable to ensure that the proceeds in the trust account are not
        reduced below $10.10 per share (or any increased amount as a result of our extending the time to consummate a business
        combination as described herein) by the claims of target businesses or claims of vendors or other entities that are owed
        money by us for services rendered or contracted for or products sold to us. The agreement entered into by Bengochea SPAC
        Sponsors I LLC specifically provides for two exceptions to the indemnity given: Bengochea SPAC Sponsors I LLC
 will have no liability (1) as to any
        claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any
        right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to
        any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities
        under the Securities Act. Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering,
        will not execute agreements with us waiving such claims to the monies held in the trust account. We have not independently
        verified whether  Bengochea SPAC Sponsors I LLC has sufficient funds to satisfy its indemnity obligations, we have not
        asked it to reserve for such obligations and we do not believe it has any significant liquid assets. Accordingly, we believe
        it is unlikely that it will be able to satisfy its indemnification obligations if it is required to do so.The
    holders of the founders’ shares and Representatives’ founders’ shares will not participate in any redemption
    distribution from our trust account with respect to such shares.


17





If
    we are unable to consummate an initial business combination and we expend all of the net proceeds of this offering not deposited
    in the trust account, we expect that the initial per-share redemption price will be approximately $10.10 (which is equal to
    the anticipated aggregate amount then on deposit in the trust account excluding interest earned on the funds held in the trust
    account without taking into account any interest earned on such funds or any increase as a result of our extending the time
    to consummate a business combination as described herein). The proceeds deposited in the trust account could, however, become
    subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced
    to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in
    the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject
    to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption
    price may be less than $10.10 without taking into account any interest earned on such funds or any increase as a result of
    our extending the time to consummate a business combination as described herein.BTIG
    and EarlyBirdCapital have agreed to waive their rights to its deferred underwriting commission held in the trust account in
    the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts
    will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.We
    will pay the costs of any liquidation from the net proceeds from this offering and the private placement held out of trust
    and the up to $100,000  of interest income available to us from the trust account to pay for our liquidation expenses.


18





Summary of
Risk Factors  An investment in our securities involves
a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk
Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business,
financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose
all or part of your investment. Such risks include, but are not limited to:  •We may not be able to complete our
                                                             initial business combination within 12 months(or up to 18 months,
                                                             if we extend the time to complete a business combination as described
                                                             in this prospectus) after the closing of this offering, in which
                                                             case we would cease all operations except for the purpose of winding
                                                             up, and we would redeem our public shares for a pro rata portion
                                                             of the funds in the trust account, and we would liquidate. In such
                                                             event, our warrants would expire worthless.  •Your only opportunity to affect the
                                                             investment decision regarding a potential business combination may
                                                             be limited to the exercise of your right to convert your shares to
                                                             cash.  •Our initial stockholders will control
                                                             a substantial interest in us and thus may influence certain actions
                                                             requiring a stockholder vote.  •The ability of our public stockholders
                                                             to exercise their conversion rights or sell their shares to us in
                                                             a tender offer may not allow us to effectuate the most desirable
                                                             business combination or optimize our capital structure.  •We may require stockholders who wish
                                                             to convert their shares in connection with a proposed business combination
                                                             to comply with specific requirements for conversion that may make
                                                             it more difficult for them to exercise their conversion rights.  •We may issue additional shares of
                                                             capital stock or debt securities to complete a business combination,
                                                             which would reduce the equity interest of our stockholders and likely
                                                             cause a change in control of our ownership.  •We may be unable to obtain additional
                                                             financing, if required, to complete a business combination or to
                                                             fund the operations and growth of the target business.  •We may not obtain a fairness opinion
                                                             with respect to the target business that we seek to acquire and therefore
                                                             you may be relying solely on the judgment of our board of directors
                                                             in approving a proposed business combination.  •Resources could be wasted in researching
                                                             acquisitions that are not completed, which could materially adversely
                                                             affect subsequent attempts to locate and acquire or merge with another
                                                             business.  •Our search for a business combination,
                                                             and any target business with which we ultimately consummate a business
                                                             combination, may be materially adversely affected by the coronavirus
                                                             (COVID-19) pandemic, rising interest rates, and other current or future events, including  the status of debt and
                                                             equity markets.  •We may have a limited ability to
                                                             assess the management of a prospective target business and, as a
                                                             result, may effect our initial business combination with a target
                                                             business whose management may not have the skills, qualifications
                                                             or abilities to manage a public company.  •If we consummate a business combination
                                                             with a target company with assets located outside of the United States,
                                                             our results of operations and prospects could be subject to the economic,
                                                             political, and legal policies, developments, and conditions in the
                                                             country in which we operate. Further, exchange rate fluctuations
                                                             and currency policies may cause our ability to succeed in the international
                                                             markets to be diminished.  •There may be tax consequences to
                                                             our business combinations that may adversely affect us, including
                                                             as a result of the excise tax rules included in the U.S. Inflation
                                                             Reduction Act of 2022.  •Our officers and directors presently
                                                             have fiduciary or contractual obligations to other entities and,
                                                             accordingly, may have conflicts of interest in determining to which
                                                             entity a particular business opportunity should be presented.


19





•Our officers and directors may have
                                                             interests in a potential business combination that are different
                                                             than yours, which may create conflicts of interest.  •The determination of the offering
                                                             price of our units and the size of this offering is more arbitrary
                                                             than the pricing of securities and size of an offering of an operating
                                                             company in a particular industry.  •You will experience immediate and
                                                             substantial dilution from the purchase of our common stock.  •We may amend the terms of the warrants
                                                             in a manner that may be adverse to holders of public warrants with
                                                             the approval by a majority of the then outstanding warrants.  •We may redeem your unexpired warrants
                                                             prior to their exercise at a time that is disadvantageous to you,
                                                             thereby making your warrants worthless.  •There is currently no market for
                                                             our securities and a market for our securities may not develop, which
                                                             would adversely affect the liquidity and price of our securities.  •NYSE may delist our securities from
                                                             trading on its exchange, which could limit investors’ ability
                                                             to make transactions in our securities and subject us to additional
                                                             trading restrictions.  •If third parties bring claims against
                                                             us, and if our directors decide not to enforce the indemnification
                                                             obligations of Bengochea SPAC Sponsors I LLC, or if Bengochea SPAC
                                                             Sponsors I LLC does not have the funds to indemnify us, the proceeds
                                                             held in the trust account could be reduced and the per-share redemption
                                                             amount received by stockholders may be less than $10.10 per share
                                                             without taking into account any interest earned on such funds or
                                                             any increase as a result of our extending the time to consummate
                                                             a business combination as described herein.  •
    Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us,
which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.  •Our amended and restated certificate
                                                             of incorporation will provide, subject to limited exceptions, that
                                                             the Court of Chancery of the State of Delaware will be the sole and
                                                             exclusive forum for certain stockholder litigation matters, which
                                                             could limit our stockholders’ ability to obtain a favorable
                                                             judicial forum for disputes with us or our directors, officers, employees
                                                             or stockholders.  •Our stockholders may be held liable
                                                             for claims by third parties against us to the extent of distributions
                                                             received by them upon redemption of their shares.  •We are a newly formed company with
                                                             no operating history, and, accordingly, you have no basis on which
                                                             to evaluate our ability to achieve our business objective.  •If we are deemed to be an investment
                                                             company under the Investment Company Act, we may be required to institute
                                                             burdensome compliance requirements and our activities may be restricted,
                                                             which may make it difficult for us to complete our initial business
                                                             combination.  •We are an emerging growth company
                                                             and smaller reporting company within the meaning of the Securities
                                                             Act, and if we take advantage of certain exemptions from disclosure
                                                             requirements available to emerging growth companies, this could make
                                                             our securities less attractive to investors and may make it more
                                                             difficult to compare our performance with other public companies.  •Cyber incidents or attacks directed
                                                             at us could result in information theft, data corruption, operational
                                                             disruption and/or financial loss.  •This offering is not being conducted
                                                             in compliance with Rule 419 promulgated under the Securities Act.
                                                             Accordingly, you will not be entitled to protections normally afforded
                                                             to investors in Rule 419 blank check offerings. For additional information
                                                             concerning how Rule 419 blank check offerings differ from this offering,
                                                             please see “Proposed Business — Comparison of This Offering
                                                             to Those of Blank Check Companies Subject to Rule 419.”


20





SUMMARY FINANCIAL DATA



The following table summarizes the relevant
financial data for our business and should be read with our financial statements, which are included in this prospectus. We have
not had any significant operations to date, and accordingly only balance sheet data is presented.



|                                                            |  | June 30, 2022 |         
|----------------------------------------------------------- |  | ------------- | --------
|                                                            |  |               | Actual  
|Working capital (deficiency)                                |  | $             | (506,345
|Total assets                                                |  | $             | 492,029 
|Total liabilities                                           |  | $             | 507,432 
|Value of common stock subject to possible conversion/tender |  | $             | —       
|Stockholders’ (deficit)                                     |  | $             | (15,403 





|(1) | The “as adjusted”
                                         information gives effect to the sale of the units we are offering and the sale of the
                                         private warrants including the application of the related gross proceeds and the payment
                                         of the estimated remaining costs from such sale and the repayment of the accrued and
                                         other liabilities required to be repaid, and assumes no exercise of the underwriters’
                                         over-allotment option in the aggregate of 375,000 founders’ shares that have been
                                         forfeited as a result thereof.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The “as adjusted” total assets
amount includes $101,000,000 to be held in the trust account, plus $1,250,000 in cash to be held outside the trust account (after
giving effect to estimated offering costs).

21







RISK FACTORS



An investment in our securities
involves a high degree of risk. You should consider carefully the risks described below, which we believe represent the material
risks related to the offering, together with the other information contained in this prospectus, before making a decision to invest
in our units. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the
risks described below.



Risks Relating to Searching for and
Consummating a Business Combination



If we are unable to consummate a
business combination, our public stockholders may be forced to wait more than 12 months before receiving distributions from the
trust account.



We have 12 months (or up to 18 months,
if we extend the time to complete a business combination as described in this prospectus) from the closing of this offering in
which to complete a business combination. We have no obligation to return funds to investors prior to such date unless we consummate
a business combination prior thereto and only then in cases where investors have sought to convert or sell their shares to us.
Only after the expiration of this full time period will public security holders be entitled to distributions from the trust account
if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate
your investment, public security holders may be forced to sell their public shares or warrants, potentially at a loss.



The requirement that we complete
an initial business combination within 12 months from the closing of this offering may give potential target businesses leverage
over us in negotiating a business combination.



We have 12 months (or up to 18 months,
if we extend the time to complete a business combination as described in this prospectus) from the closing of this offering to
complete an initial business combination. Any potential target business with which we enter into negotiations concerning a business
combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a
business combination, knowing that if we do not complete a business combination with that particular target business, we may be
unable to complete a business combination with any other target business. This risk will increase as we get closer to the time
limit referenced above.



Our public stockholders may not
be afforded an opportunity to vote on our proposed business combination.



We will either (1) seek stockholder approval
of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their
shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their
pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our public stockholders
with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote)
for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable),
in each case subject to the limitations described elsewhere in this prospectus. Accordingly, it is possible that we will consummate
our initial business combination even if holders of a majority of our public shares do not approve of the business combination
we consummate. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders
to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors
such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval.
For instance, NYSE rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require
us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration
in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of
our outstanding shares, we would seek stockholder approval of such business combination instead of conducting a tender offer.

22







Our initial stockholders will control
a substantial interest in us and thus may influence certain actions requiring a stockholder vote.



Upon consummation of our offering, our
initial stockholders will own approximately 19.8% of our issued and outstanding shares of common stock (assuming they do not purchase
any units in this offering). None of our officers, directors, initial stockholders or their affiliates has indicated any intention
to purchase units in this offering or any units or shares of common stock from persons in the open market or in private transactions.
However, our officers, directors, initial stockholders or their affiliates could determine in the future to make such purchases
in the open market or in private transactions, to the extent permitted by law, in order to influence the vote or magnitude of the
number of stockholders seeking to tender their shares to us. In connection with any vote for a proposed business combination, our
initial stockholders, as well as all of our officers and directors, have agreed to vote the shares of common stock owned by them
immediately before this offering as well as any shares of common stock acquired in this offering or in the aftermarket in favor
of such proposed business combination. As a result, if we sought stockholder approval of a proposed transaction we could need as
little as 3,625,001 of our 10,000,000 public shares (or approximately 36.3% of our public shares) to be voted in favor of the transaction
in order to have such transaction approved (assuming all shares are voted, the over-allotment option is not exercised, that the
initial stockholders do not purchase any units in this offering or units or shares in the after-market and that the 250,000 Representatives’
founders’ shares are voted in favor of the transaction). If only a minimum number of shares are voted to reach a quorum for
the meeting, we could need as little as 437,501 of our 10,000,000 public shares (or approximately 4.38% of our public shares) to
be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment option is not exercised,
that the initial stockholders do not purchase any units
in this offering or units or shares in the after-market and that the 250,000 Representatives’ founders’ shares are
voted in favor of the transaction).



Our board of directors is and will be
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being
elected in each year. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the consummation
of a business combination, in which case all of the current directors will continue in office until at least the consummation of
the business combination. Accordingly, you may not be able to exercise your voting rights under corporate law for up to 12 months
(or up to 18 months, if we extend the time to complete a business combination as described in this prospectus). If there is
an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors
will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence
regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the consummation of
a business combination.



If we determine to change our acquisition
criteria or guidelines, many of the disclosures contained in this prospectus would not be applicable and you would be investing
in our company without any basis on which to evaluate the potential target business we may acquire.



We could seek to deviate from the acquisition
criteria or guidelines disclosed in this prospectus although we have no current intention to do so. Accordingly, investors may
be making an investment in our company without any basis on which to evaluate the potential target business we may acquire. Regardless
of whether or not we deviate from the acquisition criteria or guidelines in connection with any proposed business combination,
investors will always be given the opportunity to convert their shares or sell them to us in a tender offer in connection with
any proposed business combination as described in this prospectus.



Since we have not yet selected a
particular industry or target business with which to complete a business combination, we are unable to currently ascertain the
merits or risks of the industry or business in which we may ultimately operate.



While we may pursue an initial business
combination target in any business, industry or geographic location, we intend to search globally for target companies within the
M&E industry with a primary focus on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment, animation, music, gaming, e-sports, talent management, talent-facing
brands and businesses. Accordingly, there is no current basis for you
to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business which
we may ultimately acquire. To the extent we complete a business combination with a financially unstable company or an entity in
its development stage, we may be affected by numerous risks inherent in the business operations of those entities. If we complete
a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently
unascertainable risks of that industry. Although our management will endeavor to evaluate the risks inherent in a particular industry
or target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. We also
cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering
than a direct investment, if an opportunity were available, in a target business.

23







The ability of our stockholders
to exercise their conversion rights or sell their shares to us in a tender offer may not allow us to effectuate the most desirable
business combination or optimize our capital structure.



If our business combination requires us
to use substantially all of our cash to pay the purchase price, because we will not know how many stockholders may exercise conversion
rights or seek to sell their shares to us in a tender offer, we may either need to reserve part of the trust account for possible
payment upon such conversion, or we may need to arrange third party financing to help fund our business combination. In the event
that the acquisition involves the issuance of our stock as consideration, we may be required to issue a higher percentage of our
stock to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing
or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business
combination available to us. The amount of the deferred underwriting commissions payable to BTIG and EarlyBirdCapital will not
be adjusted for any shares that are converted in connection with an initial business combination. The per-share
amount we will distribute to stockholders who properly exercise their conversion rights will not be reduced by the deferred underwriting
commission and after such conversion, the per-share value of shares held by non-converting stockholders will reflect our obligation
to pay the deferred underwriting commissions.



In connection with any vote to approve
a business combination, we will offer each public stockholder the option to vote in favor of a proposed business combination and
still seek conversion of his, her or its shares.



In connection with any vote to approve
a business combination, we will offer each public stockholder (but not our initial stockholders, officers, directors and holders
of private placement units) the right to have his, her or its shares of common stock converted to cash (subject to the limitations
described elsewhere in this prospectus) regardless of whether such stockholder votes for or against such proposed business combination
or does not vote at all. The ability to seek conversion while voting in favor of our proposed business combination may make it
more likely that we will consummate a business combination.



We do not have a specified maximum
conversion threshold. The absence of such a conversion threshold may make it easier for us to consummate a business combination
even where a substantial number of public stockholders seek to convert their shares to cash in connection with the vote on the
business combination.



We have no specified percentage threshold
for conversion in our amended and restated certificate of incorporation. As a result, we may be able to consummate a business combination
even though a substantial number of our public stockholders do not agree with the transaction and have converted their shares.
However, in no event will we consummate an initial business combination unless we have net tangible assets of at least $5,000,001
immediately prior to or upon consummation of our initial business combination.



In connection with any stockholder
meeting called to approve a proposed initial business combination, we may require stockholders who wish to convert their shares
in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult
for them to exercise their conversion rights prior to the deadline for exercising their rights.



In connection with any stockholder meeting
called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he
is voting for or against such proposed business combination or does not vote at all, to demand that we convert his shares into
a pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. We
may require public stockholders who wish to convert their shares in connection with a proposed business combination to either (i)
tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holders’ option, in each case prior to a date
set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination.
In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent
will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over
the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been
advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if
it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to
meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.

24







If, in connection with any stockholder
meeting called to approve a proposed business combination, we require public stockholders who wish to convert their shares to comply
with specific requirements for conversion, such converting stockholders may be unable to sell their securities when they wish to
in the event that the proposed business combination is not approved.



If we require public stockholders who
wish to convert their shares to comply with specific requirements for conversion and such proposed business combination is not
consummated, we will promptly return such certificates to the tendering public stockholders. Accordingly, investors who attempted
to convert their shares in such a circumstance will be unable to
sell their securities after the failed acquisition until we have returned their securities to them. The market price for our shares
of common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other
stockholders that did not seek conversion may be able to sell their securities.



Because of our structure, other
companies may have a competitive advantage and we may not be able to consummate an attractive business combination.



We expect to encounter intense competition
from entities other than blank check companies having a business objective similar to ours, including venture capital funds, leveraged
buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive
experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess
greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire
with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by
our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of
certain target businesses. Furthermore, seeking stockholder approval or engaging in a tender offer in connection with any proposed
business combination may delay the consummation of such a transaction. Additionally, our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive
disadvantage in successfully negotiating a business combination.



Because we must furnish our stockholders
with target business financial statements prepared in accordance with U.S. generally accepted accounting principles or international
financial reporting standards, we will not be able to complete a business combination with prospective target businesses unless
their financial statements are prepared in accordance with U.S. generally accepted accounting principles or international financial
reporting standards.



The federal proxy rules require that a
proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical
and/or pro forma financial statement disclosure in periodic reports. These financial statements may be required to be prepared
in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or
international financial reporting standards, or IFRS, depending on the circumstances, and the historical financial statements may
be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or
PCAOB. We will include the same financial statement disclosure in connection with any tender offer documents we use, whether or
not they are required under the tender offer rules. Additionally, to the extent we furnish our stockholders with financial statements
prepared in accordance with IFRS, such financial statements will likely need to be audited in accordance with U.S. GAAP at the
time of the consummation of the business combination. These financial statement requirements may limit the pool of potential target
businesses we may acquire.



A provision of our warrant agreement
may make it more difficult for us to consummate an initial business combination.



If:



| | • | we issue additional shares of common stock or equity-linked securities for
capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue
price of less than $9.20 per share of common stock,
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
consummation of our initial business combination (net of redemptions), and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the Market Value is below $9.20 per share,
| | - | ------------------------------------------

25





then the exercise price of the warrants
will be adjusted to be equal to 115% of the higher of the Market Value and the price at which we issue the additional shares of
common stock or equity-linked securities. This may make it more difficult for us to consummate an initial business combination
with a target business.



We may issue shares of our capital
stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely
cause a change in control of our ownership.



As of the date of this prospectus, our
amended and restated certificate of incorporation will authorize the issuance of up to 50,000,000 shares of common stock, par value
$.0001 per share, and 1,000,000 shares of preferred stock, par value $.0001 per share. Although we have no commitment as of the date of this offering, we may issue a substantial
number of additional shares of common stock or shares of preferred stock, or a combination of common stock and preferred stock,
to complete a business combination. The issuance of additional shares of common stock will not reduce the per-share conversion
amount in the trust account. The issuance of additional shares of common stock or preferred stock:



| | • | may significantly reduce the equity interest of investors in this offering;                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                              
| | • | may subordinate the rights of holders of shares of common stock if we issue
shares of preferred stock with rights senior to those afforded to our shares of common stock;                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                              
| | • | may cause a change in control if a substantial number of shares of common
stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could
result in the resignation or removal of our present officers and directors; and



| | • | may adversely affect prevailing market prices for our shares of common stock.
| | - | -----------------------------------------------------------------------------



Similarly, if we issue debt securities,
it could result in:



| | • | default and foreclosure on our assets if our operating revenues after a business
combination are insufficient to repay our debt obligations;                                                                                                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                               
| | • | acceleration of our obligations to repay the indebtedness even if we make
all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
| |   |                                                                                                                                                                                                                                                                               
| | • | our immediate payment of all principal and accrued interest, if any, if the
debt security is payable on demand; and                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                               
| | • | our inability to obtain necessary additional financing if the debt security
contains covenants restricting our ability to obtain such financing while the debt security is outstanding.                                                                                       



If we incur indebtedness, our lenders
will not have a claim on the cash in the trust account and such indebtedness will not decrease the per-share conversion amount
in the trust account.



We may be unable to obtain additional
financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could
compel us to restructure or abandon a particular business combination.



Although we believe that the net proceeds
of this offering will be sufficient to allow us to consummate a business combination, because we have not yet identified any prospective
target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering
prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in
search of a target business, or the obligation to convert into cash a significant number of shares from stockholders, we will be
required to seek additional financing. Such financing may not be available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to either
restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing
to us in connection with or after a business combination.

26







If the net proceeds of this offering
not being held in trust are insufficient to allow us to operate for at least the next 12 months, we may be unable to complete a
business combination.



Of the net proceeds of this offering,
only approximately $1,250,000 will be available to us initially outside the trust account to fund our working capital requirements.
We will also have access to certain interest earned on the funds held in the trust account for working capital purposes. We believe
that, upon closing of this offering, such funds will be sufficient to allow us to operate for at least the next 12 months; however,
we cannot assure you that our estimate is accurate. Accordingly, if we use all of the funds held outside of the trust account and
all interest available to us, we may not have sufficient funds available with which to structure, negotiate or close an initial
business combination. In such event, we would need to borrow funds from our initial stockholders, officers or directors or their
affiliates to operate or may be forced to liquidate. Our initial stockholders, officers, directors and their affiliates may, but
are not obligated to, loan us funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole
discretion for our working capital needs. Each loan would be evidenced by a promissory note. The notes would either be paid upon
consummation of our initial business combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes
may be converted into warrants at a price of $1.00 per warrant.



We may not obtain a fairness opinion
with respect to the target business that we seek to acquire and therefore you may be relying solely on the judgment of our board
of directors in approving a proposed business combination.



We will only be required to obtain a fairness
opinion with respect to the target business that we seek to acquire if it is an entity that is affiliated with any of our initial
stockholders, officers, directors or their affiliates. In all other instances, we will have no obligation to obtain an opinion.
Accordingly, investors may be relying solely on the judgment of our board of directors in approving a proposed business combination.



Resources could be spent researching
acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge
with another business.



It is anticipated that the investigation
of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.
If a decision is made not to complete a specific business combination, the costs incurred up to that point for the proposed transaction
likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail
to consummate the business combination for any number of reasons including those beyond our control. Any such event will result
in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business.



We may only be able to complete
one business combination with the proceeds of this offering, which will cause us to be solely dependent on a single business which
may have a limited number of products or services.



It is likely we will consummate a business
combination with a single target business, although we have the ability to simultaneously acquire several target businesses. By
consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic,
competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:



| | • | solely dependent upon the performance of a single business, or                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                      
| | • | dependent upon the development or market acceptance of a single or
limited number of products, processes or services.

27





This lack of diversification may subject
us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to a business combination.



Alternatively, if we determine to simultaneously
acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that
our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more
difficult for us, and delay our ability, to complete the business combination. With multiple business combinations, we could also
face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these
risks, it could negatively impact our profitability and results of operations.



Our search for an initial business combination,
and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by
significant current and future events, such as the ongoing coronavirus (COVID-19) pandemic, the war in Ukraine, rising interest rates,
ongoing market turbulence and the status of debt and equity markets.



The COVID-19 pandemic has adversely affected, and other significant current and future events, such as alternative strains or variants of COVID-19, other pandemics or epidemics, terrorist attacks, natural disasters, acts of war (including the war in Ukraine), civil unrest, economic downturns or recessions and rising interest rates, could adversely affect, the economies and financial markets worldwide, and the business of any potential target business with which we consummate an initial business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial business combination if concerns relating to COVID-19, the war in Ukraine or other current or future events restrict travel, limit the ability to have meetings with potential investors or the target company's personnel or service providers, or otherwise cause the target company to be unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 or other current or future events impact our search for an initial business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning, for example, the severity of COVID-19 (including alternative strains or variants thereof), the effectiveness of vaccination efforts (and the efficacy of available vaccines), the status of efforts to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19, the war in Ukraine or other current or future events continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected.



In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19, rising interest rates, ongoing market turbulence or other current or future events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.



As the number of special purpose
acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for
attractive targets. This could increase the cost of our initial business combination and could even result in our inability to
find a target or to consummate an initial business combination.



Since the fourth quarter of 2020, the number of
special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose
acquisition companies have already entered into an initial business combination, and there are still many special purpose
acquisition companies seeking targets for their initial business combination, as well as many such companies currently in
registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more
resources to identify a suitable target and to consummate an initial business combination.



28





In addition, because there are more special
purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for
available targets with attractive fundamentals or business models may increase, which could cause
targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic
or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations
or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability
to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination
on terms favorable to our investors altogether.



Changes in the market for directors
and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business
combination.



In recent months, the market for directors
and officers liability insurance for special purpose acquisition companies has changed. The premiums charged for such policies
have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these
trends will not continue.



The increased cost and decreased availability
of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business
combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public
company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s
ability to attract and retain qualified officers and directors.



In addition, even after we were to complete
an initial business combination, our directors and officers could still be subject to potential liability from claims arising from
conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and
officers, the post-business combination entity will likely need to purchase additional insurance with respect to any such claims
(“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity,
and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.



Furthermore, because our management team utilizes strategic advisors in addition to conventional directors and officers, we may choose to seek liability insurance coverage which extends to our strategic advisors, which could further increase our insurance costs.



Risks Relating to the Post-Business Combination Company



Our ability to successfully effect
a business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of
whom may join us following a business combination. While we intend to closely scrutinize any individuals we engage after a business
combination, we cannot assure you that our assessment of these individuals will prove to be correct.



Our ability to successfully effect a business
combination is dependent upon the efforts of our key personnel. We believe that our success depends on the continued service of
our key personnel, at least until we have consummated our initial business combination. We cannot assure you that any of our key
personnel will remain with us for the immediate or foreseeable future. In addition, none of our officers is required to commit
any specified amount of time to our affairs and, accordingly, our officers will have conflicts of interest in allocating management
time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the
services of our key personnel could have a detrimental effect on us.



The role of our key personnel after a
business combination, however, cannot presently be ascertained. Although some of our key personnel may serve in senior management
or advisory positions following a business combination, it is likely that most, if not all, of the management of the target business
will remain in place. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure
you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements
of operating a public company which could cause us to have to expend time and resources helping them become familiar with such
requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect
our operations.

29





Our officers and directors may not
have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.



We may consummate a business combination
with a target business in any geographic location or industry we choose. We cannot assure you that our officers and directors will
have enough experience or have sufficient knowledge relating to the jurisdiction of the target or its industry to make an informed
decision regarding a business combination.



If we do not conduct an adequate
due diligence investigation of a target business, we may be required to subsequently take write-downs or write-offs, restructuring,
and impairment or other charges that could have a significant negative effect on our financial condition, results of operations
and our stock price, which could cause you to lose some or all of your investment.



We must conduct a due diligence investigation
of the target businesses we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting,
finance and legal professionals who must be involved in the due diligence process. Even if we conduct extensive due diligence on
a target business, this diligence may not reveal all material issues that may affect a particular target business, and factors
outside the control of the target business and outside of our control may later arise. If our diligence fails to identify issues
specific to a target business, industry or the environment in which the target business operates, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.
Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges
of this nature could contribute to negative market perceptions about us or our common stock. In addition, charges of this nature
may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held
by a target business or by virtue of our obtaining post-combination debt financing.



If we effect a business combination
with a company located in a foreign jurisdiction, we would be subject to a variety of additional risks that may negatively impact
our operations.



If we consummate a business combination
with a target business in a foreign country, we would be subject to any special considerations or risks associated with companies
operating in the target business’ home jurisdiction, including any of the following:



| | • | rules and regulations or currency conversion or corporate withholding taxes
on individuals;     
| | - | ------------------------------------------------------------------------------------------------
| |   |                                                                                                 
| | • | tariffs and trade barriers;                                                                     
| |   |                                                                                                 
| | • | regulations related to customs and import/export matters;                                       
| |   |                                                                                                 
| | • | longer payment cycles;                                                                          
| |   |                                                                                                 
| | • | tax issues, such as tax law changes and variations in tax laws as compared
to the United States;
| |   |                                                                                                 
| | • | currency fluctuations and exchange controls;                                                    
| |   |                                                                                                 
| | • | challenges in collecting accounts receivable;                                                   
| |   |                                                                                                 
| | • | cultural and language differences;                                                              
| |   |                                                                                                 
| | • | employment regulations;                                                                         
| |   |                                                                                                 
| | • | crime, strikes, riots, civil disturbances, terrorist attacks and wars; and                      
| |   |                                                                                                 
| | • | deterioration of political relations with the United States.                                    



We cannot assure you that we would be
able to adequately address these additional risks. If we were unable to do so, our operations might suffer.

30





If we effect a business combination
with a company located outside of the United States, the laws applicable to such company may govern some or all our material
agreements and we may not be able to enforce our legal rights.



If we effect a business combination with
a company located outside of the United States, the laws of the country in which such company operates may govern some or all of
the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of
its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of
existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability
to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities
or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of
our assets would be located outside of the United States and some of our officers and directors might reside outside of the United
States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service
of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and
criminal penalties of our directors and officers under federal securities laws.



If we acquire a company operating
in the M&E industry, our future operations may be subject to risks associated with this sector.



While we may pursue an initial business combination target
in any business, industry or geographic location, we intend to search globally for target companies within the M&E industry
with a primary focus on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment, animation, music, gaming, e-sports, talent management, talent-facing
brands and businesses. Because we have not yet identified or approached any specific target
business, we cannot provide specific risks of any business combination. However, risks inherent in investments in these industries
may include, but are not limited to, the following:



| | • | adverse changes in international, national, regional or local economic, demographic
and market conditions;                                                                                                                                                                                                        
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | competition from other companies and businesses in the M&E industry;                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | the ability to develop successful new products or improve existing ones;                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | changes in technology rendering our products or services obsolete following
a business combination;                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | the disruption or failure of our networks, systems, platform or technology
that frustrate or thwart our users’ ability to access our products and services, which may cause our users, advertisers,
and partners to cut back on or stop using our products and services altogether, which could harm our business;
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | fluctuations in interest rates, which could adversely affect the ability of
buyers and tenants of properties to obtain financing on favorable terms or at all;                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | mobile malware, viruses, ransomware, hacking and phishing attacks, spamming,
and improper or illegal use of our products, which could harm our business and reputation;                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | litigation and other legal proceedings;                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | challenges associated with perfecting, registering, maintaining, licensing, enforcing and defending our intellectual property rights;                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | complexities in properly measuring the value of intangible or cutting edge business assets, such as a celebrity's brand recognition or the advertising potential of a streaming service;                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | risks arising out of the interconnectedness of the value and goodwill of our business and brands with the marketability, popularity, and public perception of certain celebrities;                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | the ability to attract and retain highly skilled employees;                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | environmental risks;                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | civil unrest, labor strikes, acts of God, including earthquakes, floods and
other natural disasters and acts of war or terrorism, which may result in uninsured losses;                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | increasing governmental regulation; and                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                   
| | • | failure to comply with governmental regulations resulting in the imposition
of penalties, fines or restrictions on operations and remedial liabilities.                                                                                                                                                           

31





Any of the foregoing could have an adverse
impact on our operations following a business combination. However, our efforts in identifying prospective target businesses will
not be limited to companies in the M&E industry. Accordingly, if we acquire a target business in another industry, these risks
we will be subject to risks attendant with the specific industry in which we operate or target business which we acquire, which
may or may not be different than those risks listed above.



There may be tax consequences to
our business combinations that may adversely affect us.



While we expect to undertake any merger
or acquisition so as to minimize taxes both to the acquired business and/or asset and us, such business combination might not meet
the statutory requirements of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a
transfer of shares or assets. A non-qualifying reorganization could result in the imposition of substantial taxes.



The excise tax included in the U.S.
Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination, hinder our
ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection
with a liquidation.



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 the fair market value of stock
repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). Because we are
a Delaware corporation and our securities will trade on the New York Stock Exchange following the date of this prospectus, we will be a “covered
corporation” within the meaning of the Inflation Reduction Act following this offering, and while not free from doubt, it
is possible that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions
in connection with an initial business combination and any amendment to our certificate of incorporation to extend the time to
consummate an initial business combination, unless an exemption is available. Consequently, the value of your investment in our
securities may decrease as a result of the Excise Tax. In addition, the Excise Tax may make a transaction with us less appealing
to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial business
combination. Further, the application of the Excise Tax in the event of a liquidation is uncertain absent further guidance. Nonetheless,
we are not permitted to use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or
any other similar fees or taxes in nature that may be imposed on the company pursuant to any current, pending or future rules or
laws, including without limitation any excise tax due imposed under the Inflation Reduction Act of 2022 on any
redemptions or stock buybacks by our company.



Risks Relating to Potential Conflicts of Interest of our
Management, Directors, and Others



Our officers and directors will
allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote
to our affairs. This could have a negative impact on our ability to consummate a business combination.



Our officers and directors will not commit
their full time to our affairs. We presently expect each of our officers and directors to devote such amount of time as they reasonably
believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of our initial
business combination. The foregoing could have a negative impact on our ability to consummate our initial business combination.



Our officers and directors may have
a conflict of interest in determining whether a particular target business is appropriate for a business combination.



Our initial stockholders have waived their
right to convert the founders’ shares or any other shares purchased in this offering or thereafter, or to receive distributions
from the trust account with respect to the founders’ shares upon our liquidation if we are unable to consummate a business
combination. Accordingly, the shares acquired prior to this offering, as well as the private warrants and any warrants purchased
by our officers or directors in the aftermarket, will be worthless if
we do not consummate a business combination. The personal and financial interests of our directors and officers may influence their
motivation in timely identifying and selecting a target business and completing a business combination and in determining whether
the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

32







Our officers and directors or their
affiliates have pre-existing fiduciary and contractual obligations and may in the future become affiliated with other entities
engaged in business activities similar to those intended to be conducted by us. Accordingly, they may have conflicts of interest
in determining to which entity a particular business opportunity should be presented.



Our officers and directors or their affiliates
have pre-existing fiduciary and contractual obligations to other companies. Accordingly, they may participate in transactions and
have obligations that may be in conflict or competition with our consummation of our initial business combination. As a result,
a potential target business may be presented by our management team to another entity prior to its presentation to us and we may
not be afforded the opportunity to engage in a transaction with such target business. Additionally, our officers and directors
may in the future become affiliated with entities that are engaged in a similar business, including another blank check company
that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining
to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential
target business may be presented to other entities prior to its presentation to us, subject to our officers’ and directors’
fiduciary duties under Delaware law. For a more detailed description of our officers’ and directors’ business affiliations
and the potential conflicts of interest that you should be aware of, see the sections titled “Management — Directors
and Executive Officers” and “Management — Conflicts of Interest.”



Our key personnel may negotiate
employment or consulting agreements with a target business in connection with a particular business combination. These agreements
may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts
of interest in determining whether a particular business combination is the most advantageous.



Our key personnel will be able to remain
with the company after the consummation of a business combination only if they are able to negotiate employment or consulting agreements
or other appropriate arrangements in connection with the business combination. Such negotiations would take place simultaneously
with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of
cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.



Risks Relating to our Securities



If we do not file and maintain a
current and effective prospectus relating to the common stock issuable upon exercise of the warrants, holders will only be able
to exercise such warrants on a “cashless basis.”



If we do not file and maintain a current
and effective prospectus relating to the common stock issuable upon exercise of the warrants at the time that holders wish to exercise
such warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration
is available. As a result, the number of shares of common stock that holders will receive upon exercise of the warrants will be
fewer than it would have been had such holder exercised his warrant for cash. Further, if an exemption from registration is not
available, holders would not be able to exercise on a cashless basis and would only be able to exercise their warrants for cash
if a current and effective prospectus relating to the common stock issuable upon exercise of the warrants is available. Under the
terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to file and maintain a current
and effective prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants.
However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside” of the
holder’s investment in our company may be reduced or the warrants may expire worthless.

33





An investor will only be able to
exercise a warrant if the issuance of shares of common stock upon such exercise has been registered or qualified or is deemed exempt
under the securities laws of the state of residence of the holder of the warrants.



No warrants will be exercisable and we
will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise has been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. If the shares
of common stock issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which
the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they
may expire worthless if they cannot be sold.



We may amend the terms of the warrants
in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding warrants.



Our warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision. The warrant agreement requires the approval by the holders of at least a majority of the then outstanding warrants in
order to make any change that adversely affects the interests of the registered holders.



If third parties bring claims against
us, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10.



Our placing of funds in trust may not
protect those funds from third party claims against us. Although we will seek to have all vendors and service providers we engage
and prospective target businesses we negotiate with execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the trust account for the benefit of our public stockholders, they may not execute such agreements.
Furthermore, even if such entities execute such agreements with us, they may seek recourse against the trust account. A court may
not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take
priority over those of our public stockholders. If we are unable to complete a business combination and distribute the proceeds
held in trust to our public stockholders, Bengochea SPAC Sponsors I LLC, an entity affiliated with Mr. Bengochea, has agreed (subject
to certain exceptions described elsewhere in this prospectus) that it will be liable to ensure that the proceeds in the trust account
are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed
money by us for services rendered or contracted for or products sold to us. However, we have not independently verified whether
Bengochea SPAC Sponsors I LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such
obligations and we do not believe it has any significant liquid assets. Accordingly, we believe it is unlikely that it will be
able to satisfy its indemnification obligations if it is required to do so. As a result, the per-share distribution from the trust
account may be less than $10.10, plus interest, due to such claims.



Additionally, if we are forced to file
a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust
account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account,
we may not be able to return to our public stockholders at least $10.10.



Our stockholders may be held liable
for claims by third parties against us to the extent of distributions received by them.



Our amended and restated certificate of
incorporation provides that we will continue in existence only until 12 months (or up to 18 months, if we extend the time
to complete a business combination as described in this prospectus) from the closing of this offering. If we have not completed
a business combination by such 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 not previously
released to us but net of franchise and income taxes payable (less up to $100,000 for our liquidation

34





expenses), 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. We cannot assure you that we will properly assess all claims that may be potentially
brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received
by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution.
Accordingly, we cannot assure you that third parties will not seek to recover from our stockholders amounts owed to them by us.



If we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could
be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore,
because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after expiration of
the time we have to complete an initial business combination, this may be viewed or interpreted as giving preference to our public
stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may
be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself
and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims
of creditors. We cannot assure you that claims will not be brought against us for these reasons.



Our directors may decide not to
enforce Bengochea SPAC Sponsors I LLC’s indemnification obligations, resulting in a reduction in the amount
of funds in the trust account available for distribution to our public stockholders.



In the event that the proceeds in the
trust account are reduced below $10.10 per public share and Bengochea SPAC Sponsors I LLC asserts that it is unable to satisfy
its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine
whether to take legal action against it to enforce such indemnification obligations. It is possible that our independent directors
in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not
to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public
stockholders may be reduced below $10.10 per share.



The securities in which we may invest
the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in
trust such that the per-share redemption amount received by public stockholders may be less than $10.10 per share.



The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less, money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, although we may determine to hold such proceeds as cash rather than investing them for any reason including but not limited to interest rate fluctuations or the need for such funds in connection with an impending closing of an initial business combination.
While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open
Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the
United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended
and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds
held in the trust account, plus any interest income not previously released to us, net of taxes payable. Negative interest rates
could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may
be less than $10.10 per share.

35





There is currently no market for
our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.



There is currently no market for our securities.
Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following
this offering, the price of our securities may vary significantly due to one or more potential business combinations and general
market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it
may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.



We may issue our shares to investors
in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that
time.



In connection with our initial business
combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00
per share or which approximates the per-share amounts in our trust account at such time, which is generally approximately
$10.10,without taking into account any interest earned on such funds or any increase as a result of our extending the time to consummate
a business combination as described herein. The purpose of such issuances will be to enable us to provide sufficient liquidity
to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly
less, than the market price for our shares at such time.



The NYSE may delist our securities
from quotation on its exchange which could limit investors’ ability to make transactions in our securities and subject us
to additional trading restrictions.



We anticipate that our securities will
be listed on the NYSE, a national securities exchange, upon consummation of this offering. Although, after giving effect to this
offering, we expect to meet on a pro forma basis the NYSE’s minimum initial listing standards, which generally only requires
that we meet certain requirements relating to stockholders’ equity, market capitalization, aggregate market value of publicly
held shares and distribution requirements, we cannot assure you that our securities will continue to be listed on the NYSE in the
future prior to an initial business combination. Additionally, in connection with our initial business combination, it is likely
that NYSE will require us to file a new initial listing application and meet its initial listing requirements as opposed to its
more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements
at that time. The NYSE will also have discretionary authority to not approve our listing if the NYSE determines that the listing
of the company to be acquired is against public policy at that time.



If the NYSE delists our securities from
trading on its exchange, or we are not listed in connection with our initial business combination, we could face significant material
adverse consequences, including:



| | • | a limited availability of market quotations for our securities;                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                
| | • | reduced liquidity with respect to our securities;                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                
| | • | a determination that our shares of common stock are “penny stock”
which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced
level of trading activity in the secondary trading market for our shares of common stock;
| |   |                                                                                                                                                                                                                                                                                                
| | • | a limited amount of news and analyst coverage for our company; and                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                
| | • | a decreased ability to issue additional securities or obtain additional financing
in the future.                                                                                                                                                                                               



The National Securities Markets Improvement
Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as “covered securities.” Because we expect that our units and eventually our common stock and warrants
will be listed on the NYSE, our units, common stock and warrants will be covered securities. Although the states are preempted
from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. If we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities.

36





Our initial stockholders and the
holders of the Representatives’ founders’ shares paid a nominal price for the founders’ shares and Representatives’
founders’ shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our shares
of common stock.



The difference between the public offering
price per share and the pro forma net tangible book value per share of common stock after this offering constitutes the dilution
to the investors in this offering. Our initial stockholders and the holders of the Representatives’ founders’ shares
acquired the founders’ shares and Representatives’ founders’ shares at a nominal price, significantly contributing
to this dilution. Upon consummation of this offering, you and the other new investors will incur an immediate and substantial dilution
of approximately 108.50% or $10.85 per share (the difference between the pro forma net tangible book value per share $(.85), and
the initial offering price of $10.00 per unit). This is because investors in this offering will be contributing approximately 99.97%
of the total amount paid to us for our outstanding securities after this offering but will only own approximately 78.43% of our
outstanding securities and this becomes exacerbated to the extent that public stockholders seek to convert their shares into a
pro rata share of the trust proceeds. Accordingly, the per-share purchase price you will be paying substantially exceeds our per
share net tangible book value.



Our initial stockholders paid an
aggregate of $25,000 for the founders’ shares, or approximately $0.004 per share. As a result, our initial stockholders stand
to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our
public stockholders, and may have an incentive to recommend such an initial business combination to our stockholders.



As a result of the low acquisition cost
of our founders’ shares, our initial stockholders could make a substantial profit even if we select and consummate an initial
business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders.
Thus, they may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing
or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if
such parties had paid the full offering price for their founders’ shares.



Our outstanding warrants may have
an adverse effect on the market price of our common stock and make it more difficult to effect a business combination.



We will be issuing warrants to purchase
10,000,000 shares of common stock as part of the units offered by this prospectus and private warrants to purchase 5,000,000 shares
of common stock. We may also issue other units to our initial stockholders, officers, directors or their affiliates in payment
of working capital loans made to us as described in this prospectus. To the extent we issue shares of common stock to effect a
business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these warrants
could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase
the number of issued and outstanding shares of common stock and reduce the value of the shares issued to complete the business
combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of
acquiring the target business. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants could
have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent
these warrants are exercised, you may experience dilution to your holdings.



We may redeem your unexpired warrants
prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.



We have the ability to redeem outstanding
warrants (including the private warrants and any warrants underlying additional units issued to our initial stockholders, officers
or directors in payment of working capital loans made to us) at any time after they become exercisable and prior to their expiration,
at a price of $0.01 per warrant, provided that the last reported sales price of the common stock equals or exceeds $18.00 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading-day
period commencing at any time after the shares underlying the warrants have been registered for issuance and ending on the third
business day prior to proper notice of such redemption provided that on the date we give notice of redemption and during the entire
period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering
the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and
when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you
(i) to exercise your warrants and pay the exercise price therefor at a time when it may be

37





disadvantageous for you to do so, (ii)
to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the
nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less
than the market value of your warrants.



Our management’s ability to
require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common
stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.



If we call our warrants for redemption
after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to
require any holder that wishes to exercise his warrant (including any private warrants) to do so on a “cashless basis.”
If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of common stock
received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will
have the effect of reducing the potential “upside” of the holder’s investment in our company.



If our security holders exercise
their registration rights, it may have an adverse effect on the market price of our shares of common stock and the existence of
these rights may make it more difficult to effect a business combination.



Our initial stockholders are entitled
to make a demand that we register the resale of the founders’ shares at any time commencing three months prior to the date
on which their shares may be released from escrow. Additionally, the holders of Representatives’ founders’ shares,
the private warrants and any warrants our initial stockholders, officers, directors, or their affiliates may be issued in payment
of working capital loans made to us, are entitled to demand that we register the resale of the Representatives’ founders’
shares, private warrants and any other warrants we issue to them (and the underlying securities) commencing at any time after we
consummate an initial business combination. The presence of these additional securities trading in the public market may have an
adverse effect on the market price of our securities. In addition, the existence of these rights may make it more difficult to
effectuate a business combination or increase the cost of acquiring the target business, as the stockholders of the target business
may be discouraged from entering into a business combination with us or will request a higher price for their securities because
of the potential effect the exercise of such rights may have on the trading market for our shares of common stock.



The determination for the offering
price of our units is more arbitrary than the pricing of securities for an operating company in a particular industry.



Prior to this offering there has been
no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated
between us, BTIG and EarlyBirdCapital. Factors considered in determining the prices and terms of the units, including the shares
of common stock and warrants underlying the units, include:



| | • | the history and prospects of companies whose principal business is the acquisition
of other companies;
| | - | ------------------------------------------------------------------------------------------------------
| |   |                                                                                                       
| | • | prior offerings of those companies;                                                                   
| |   |                                                                                                       
| | • | our prospects for acquiring an operating business at attractive values;                               
| |   |                                                                                                       
| | • | our capital structure;                                                                                
| |   |                                                                                                       
| | • | an assessment of our management and their experience in identifying operating
companies; and          
| |   |                                                                                                       
| | • | general conditions of the securities markets at the time of the offering.                             



However, although these factors were considered,
the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular
industry since we have no historical operations or financial results to compare them to.

38





Provisions in our amended and restated
certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might
be willing to pay in the future for our common stock and could entrench management.



Our amended and restated certificate of
incorporation and bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to
be in their best interests. Our board of directors is divided into three classes, each of which will generally serve for a term
of three years with only one class of directors being elected in each year. As a result, at a given annual meeting only a minority
of the board of directors may be considered for election. Since our “staggered board” may prevent our stockholders
from replacing a majority of our board of directors at any given annual meeting, it may entrench management and discourage unsolicited
stockholder proposals that may be in the best interests of stockholders. Moreover, our board of directors has the ability to designate
the terms of and issue new series of preferred stock.



We are also subject to anti-takeover provisions
under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal
of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for
our securities.



Our amended and restated certificate
of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole
and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers, employees or stockholders.



Our amended and restated certificate of
incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors,
officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the
State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an
indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the
personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter
jurisdiction, or (D) any action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest
in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated
certificate of incorporation.



This choice of forum provision may limit
a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors,
officers or employees, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed
to have waived our compliance with federal securities laws and the rules and regulations thereunder and may therefore bring a claim
in another appropriate forum. We cannot be certain that a court will decide that this provision is either applicable or enforceable,
and if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to
be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.



Our amended and restated certificate of
incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable
law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply
to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction.



General Risks



We are a newly formed company with
no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.



We are a newly formed company with no
operating results to date. Therefore, our ability to commence operations is dependent upon obtaining financing through this public
offering of our securities. Since we do not have an operating history, you will have no basis
upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We have not conducted
any substantive discussions and we have no plans, arrangements or understandings with any prospective acquisition candidates. We
will not generate any revenues until, at the earliest, after the consummation of a business combination.

39







Our independent registered public
accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue
as a “going concern.”



On June 30, 2022, we had no cash and
a working capital deficit of $506,345. Further, we have incurred and expect to continue to incur significant costs in pursuit of
our financing and acquisition plans. Management’s plans to address this need for capital through this offering are discussed
in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” We cannot assure you that our plans to raise capital or to consummate an initial business combination will be
successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial
statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate
this offering or our inability to continue as a going concern.



You will not be entitled to protections
normally afforded to investors of blank check companies.



Since the net proceeds of this offering
are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed
to be a “blank check” company under the United States securities laws. However, since we will be listed on a national
securities exchange upon the successful consummation of this offering, we are exempt from rules promulgated by the SEC to protect
investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of
those rules which would, for example, completely restrict the transferability of our securities, require us to complete a business
combination within 18 months of the effective date of the initial registration statement and restrict the use of interest earned
on the funds held in the trust account. Because we are not subject to Rule 419, our units will be immediately tradable and we will
be entitled to withdraw amounts from the funds held in the trust account prior to the completion of a business combination.



Changes in laws or regulations,
or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.



We are subject to laws and regulations
enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal
requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.



On March 30, 2022, the SEC issued proposed
rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating
companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting
the use of projections in SEC filings in connection with proposed business combination transactions; increasing 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. These rules, if adopted, whether in the form proposed or in revised form, may materially
adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related
thereto.



We are an “emerging growth
company” and “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable
to emerging growth companies and smaller reporting companies will make our shares of common stock less attractive to investors.



We are an “emerging growth company,”
as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years. However, if our non-convertible
debt issued within a three year period or revenues exceeds $1.235 billion, or the market value of our shares of common stock that
are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would
cease to be an

40





emerging growth company as of the following
fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we
have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies
that comply with public company effective dates. We cannot predict if investors will find our shares of common stock less attractive
because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result, there may
be a less active trading market for our shares and our share price may be more volatile.



Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held
by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded
$100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million
as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations,
it may also make comparison of our financial statements with other public companies difficult or impossible.



If we are deemed to be an investment
company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make
it difficult for us to complete a business combination.



A company that, among other things, is
or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning,
trading or holding certain types of securities would be deemed an investment company under the Investment Company Act, as amended.
Since we will invest the proceeds held in the trust account, it is possible that we could be deemed an investment company. Notwithstanding
the foregoing, we do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this
end, the proceeds held in trust may be invested by the trustee only in United States “government securities” within
the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption
provided in Rule 3a-1 promulgated under the Investment Company Act.



On
March 30, 2022, the SEC issued proposed rules relating to, among other items, the extent to which SPACs could become subject to
regulation under the Investment Company Act of 1940. The SEC’s proposed rules would provide a safe harbor for companies like
our company from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided
that they satisfy certain conditions that limit a company’s duration, asset composition, business purpose and activities.
The duration component of the proposed safe harbor rule would require the company to file a Current Report on Form 8-K with the
SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination
no later than 18 months after the effective date of the company’s registration statement for its initial public offering.
The company would then be required to complete its initial business combination no later than 24 months after the effective date
of its registration statement for its initial public offering. These rules, if adopted, whether in the form proposed or in revised
form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the
costs and time related thereto.



If we are deemed to be an investment company
under the Investment Company Act, we may be subject to certain restrictions that may make it more difficult for us to complete
a business combination, including:



| | • | restrictions on the nature of our investments; and
| | - | --------------------------------------------------
| |   |                                                   
| | • | restrictions on the issuance of securities.       

41





In addition, we may have imposed upon
us certain burdensome requirements, including:



| | • | registration as an investment company;                                                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                          
| | • | adoption of a specific form of corporate structure; and                                                                                  
| |   |                                                                                                                                          
| | • | reporting, record keeping, voting, proxy, compliance policies and procedures
and disclosure requirements and other rules and regulations.



The SEC is also proposing to amend rules
and forms under both the Investment Advisers Act of and the Investment Company Act of 1940 to require registered investment advisers,
certain advisers exempt from registration, registered investment companies, and business development companies, to provide additional
information regarding their environmental, social, and governance (“ESG”) investment practices. The proposed amendments,
if passed, may impose additional disclosure requirements on the company if we are deemed to be an investment company.



Compliance with these additional regulatory
burdens and proposed amendments would require additional expense for which we have not allotted.



Compliance with the Sarbanes-Oxley
Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition.



Section 404 of the Sarbanes-Oxley Act
of 2002 requires that we evaluate and report on our system of internal controls and may require that we have such system of internal
controls audited beginning with our Annual Report on Form 10-K for the year ending December 31, 2023. If we fail to maintain the
adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation.
Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires
that our independent registered public accounting firm report on management’s evaluation of our system of internal controls.
A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or improved controls,
or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future,
could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause
investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of
our stock.

42







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



The statements contained in this prospectus
that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to,
statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predicts,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example,
statements about:



| | • | our ability to complete our initial business combination;                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                              
| | • | our success in retaining or recruiting, or changes required in, our officers,
key employees or directors following our initial business combination;                                                                                                                         
| |   |                                                                                                                                                                                                                                                                              
| | • | our officers and directors allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving our initial business combination, as a result of which they would
then receive expense reimbursements and other benefits;
| |   |                                                                                                                                                                                                                                                                              
| | • | our potential ability to obtain additional financing to complete a business
combination;                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                              
| | • | our pool of prospective target businesses;                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                              
| | • | the ability of our officers and directors to generate a number of potential
investment opportunities;                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                              
| | • | potential changes in control of us if we acquire one or more target businesses
for stock;                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                              
| | • | our public securities’ potential liquidity and trading;                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                              
| | • | the lack of a market for our securities;                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                              
| | • | the impact on our business prospects of recently announced or proposed changes to rules or regulations impacting special purpose acquisition companies;                                                                                                                      
| |   |                                                                                                                                                                                                                                                                              
| | • | the impact on our business prospects of the COVID-19 pandemic, ongoing market turbulence or rising interest rates;                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                              
| | • | our expectations regarding the time during which we will be an “emerging growth company”
                         under the JOBS Act or a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K;                                                         
| |   |                                                                                                                                                                                                                                                                              
| | • | our use of proceeds not held in the trust account; or                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                              
| | • | our financial performance following this offering or following our initial
business combination.                                                                                                                                                                             



The forward-looking statements contained
in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required
under applicable securities laws.

43







USE OF PROCEEDS





We estimate that the net proceeds of this
offering, in addition to the funds we will receive from the sale of the private warrants (all of which will be deposited into the
trust account), will be as set forth in the following table:



|                                                                                                                  |  | Without  Over-Allotment  Option |             |   | Over-Allotment  Option  Exercised |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | --------------------------------- | -
|Gross proceeds                                                                                                    |  |                                 |             |   |                                   |  
|Gross proceeds from units offered to public(1)                                                                    |  | $                               | 100,000,000 |   |                                   | $
|Gross proceeds from private placement
    warrants offered in the private placement                               |  |                                 | 5,000,000   |   |                                   |  
|Total gross proceeds                                                                                              |  | $                               | 105,000,000 |   |                                   | $
|Estimated offering expenses(2)                                                                                    |  |                                 |             |   |                                   |  
|Underwriting commissions (2.0% of gross proceeds from
    units offered to public, excluding deferred portion)(3) |  | $                               | 2,000,000   |   |                                   | $
|Legal fees and expenses                                                                                           |  |                                 | 280,000     |   |                                   |  
|Printing and engraving expenses                                                                                   |  |                                 | 35,000      |   |                                   |  
|Accounting fees and expenses                                                                                      |  |                                 | 75,000      |   |                                   |  
|SEC/FINRA expenses                                                                                                |  |                                 | 60,508      |   |                                   |  
|NYSE listing and filing fees                                                                                      |  |                                 | 55,000      |   |                                   |  
|Miscellaneous expenses                                                                                            |  |                                 | 244,492     |   |                                   |  
|Total offering expenses (other
    than underwriting commissions)                                                 |  | $                               | 750,000     |   |                                   | $
|Proceeds after estimated offering expenses                                                                        |  | $                               | 102,250,000 |   |                                   | $
|Held in trust account(3)                                                                                          |  | $                               | 101,000,000 |   |                                   | $
|% of public offering size                                                                                         |  |                                 | 101         | % |                                   |  
|Not held in trust account                                                                                         |  | $                               | 1,250,000   |   |                                   | $





The following table shows the use of the approximately $1,250,000 of net proceeds not held in the trust account(4)



|                                                                                                              |  | Amount |           | % of Total
|------------------------------------------------------------------------------------------------------------- |  | ------ | --------- | ----------
|Legal, accounting, due diligence, travel, and other expenses in connection with any business combination) (5) |  | $      | 250,000   |           
|Legal and accounting fees related to regulatory reporting obligations                                         |  |        | 70,000    |           
|Payment for office space and administrative and support services (6)                                          |  |        | 630,000   |           
|Directors and officers insurance premiums (7)                                                                 |  |        | 300,000   |           
|Working capital to cover miscellaneous expenses (8)                                                           |  |        | 0         |           
|Total                                                                                                         |  | $      | 1,250,000 |           







|(1) | Includes amounts payable to public stockholders who properly redeem
                                their shares in connection with our successful completion of our initial business combination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Prior to the closing  of
                                         this offering, our sponsor has agreed to loan us up to $1,500,000 to be used for a portion
                                         of the expenses of this offering. As of June 30, 2022, we had borrowed $314,224 (of up
                                         to $1,500,000 available to us) under the promissory note with our sponsor. These loans
                                         are non-interest bearing, unsecured and are due at the earlier of December 31, 2022 or
                                         the closing of this offering. The loan will be repaid upon the closing of this offering
                                         out of the offering proceeds not held in the trust account.

44





|(3) | The underwriters have agreed to defer underwriting commissions
                                of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our
                                initial business combination, up to $3,500,000, which constitutes the underwriters’ deferred
                                commissions (or up to $4,025,000 if the underwriters’ over-allotment option is exercised
                                in full) will be paid to BTIG and EarlyBirdCapital from the funds held in the trust account. See
                                “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming
                                stockholders, will be released to us and can be used to pay all or a portion of the purchase price
                                of the business or businesses with which our initial business combination occurs or for general
                                corporate purposes, including payment of principal or interest on indebtedness incurred in connection
                                with our initial business combination, to fund the purchases of other companies or for working
                                capital. BTIG and EarlyBirdCapital will not be entitled to any interest accrued on the deferred
                                underwriting discounts and commissions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | These expenses are estimates only. Our actual expenditures for
                                some or all of these items may differ from the estimates set forth herein. For example, we may
                                incur greater legal and accounting expenses than our current estimates in connection with negotiating
                                and structuring our initial business combination based upon the level of complexity of such business
                                combination. In the event we identify a business combination target in a specific industry subject
                                to specific regulations, we may incur additional expenses associated with legal due diligence
                                and the engagement of special legal counsel. In addition, our staffing needs may vary and as a
                                result, we may engage a number of consultants to assist with legal and financial due diligence.
                                We do not anticipate any change in our intended use of proceeds, other than fluctuations among
                                the current categories of allocated expenses, which fluctuations, to the extent they exceed current
                                estimates for any specific category of expenses, would not be available for our expenses. The
                                amount in the table above does not include interest available to us from the trust account. The
                                proceeds held in the trust account will, if they are invested at all, only
 be invested only in U.S. government treasury obligations
                                with a maturity of 185 days or less or in money market funds meeting certain conditions under
                                Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
                                obligations. We estimate the interest earned on the trust account will be approximately $101,000
                                per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding
                                this amount.
|(5) | Includes estimated amounts that may also be used in connection
                                with our initial business combination to fund a “no shop” provision and commitment
                                fees for financing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6) | Represents payment of a total of $52,500 per month, for 12 months,
                                representing (i) $17,500 per month payable to our sponsor in exchange for certain general and
                                administrative services to be provided by our sponsor, including office space and administrative
                                and support services, and (ii) $35,000 per month payable to our Chief Executive Officer and consultants
                                to assist us with our search for a target business. Upon the earlier of completion of our initial
                                business combination or 12 months from the closing of this offering, we will cease paying these
                                monthly fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(7) | This amount represents the approximate amount of annualized director
                                and officer liability insurance premiums we anticipate paying upon the completion of this offering
                                and until we complete a business combination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(8) | Unused funds allotted to other categories will go to this miscellaneous
                                expense category.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



Our initial stockholders and BTIG and
EarlyBirdCapital have committed that they and/or their designees will purchase the private warrants (for an aggregate purchase
price of $5,000,000) from us on a private placement basis simultaneously with the consummation of this offering. They have also
agreed that if the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will
purchase from us additional private warrants on a pro rata basis (up to a maximum of 5,450,000 private warrants at a price of $1.00
per private warrant) in an amount that is necessary to maintain in the trust account $10.00 per unit sold to the public in this
offering. These additional private warrants will be purchased in a private placement that will occur simultaneously with the purchase
of units resulting from the exercise of the over-allotment option. The private warrants are identical to the public warrants sold
in this offering subject to certain limited exceptions as described elsewhere in this prospectus. All of the proceeds we receive
from these purchases will be placed in the trust account described below.



$101,000,000, or $116,150,000 if the over-allotment
option is exercised in full, of net proceeds of this offering and the sale of the private warrants, including $5,000,000, or $5,450,000
if the over-allotment option is exercised in full, of deferred underwriting commissions, will be placed in a U.S.-based trust account
at UBS Financial Services, Inc. with Continental Stock Transfer & Trust Company, New York, New York, acting as trustee. The
funds held in trust will be held as cash items or invested only in United States “government securities” within the
meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations, so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest
earned on the funds held in the trust account that may be released to us to pay our income or other tax obligations as described
in this prospectus, the proceeds will not be released from the trust account until the earlier of the completion of a business
combination or our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required
time period. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which
we complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to
finance operations of the target business.



We will pay our sponsor, Bengochea SPAC
Sponsors I LLC, a total of $52,500 per month, for 12 months, representing (i) $17,500 per month payable to our sponsor in exchange
for certain general and administrative services to be provided by our sponsor, including office space and administrative and support
services, and (ii) $35,000 per month payable to our Chief Executive Officer and consultants to assist us with our search for a
target business. Upon the earlier of completion of our initial business combination or 12 months from the closing of this offering,
we will cease paying these monthly fees. Regardless of whether the over-allotment option is exercised in full, the net proceeds
from this offering available to us out of trust for our working capital requirements in searching for a business combination will
be approximately $1,250,000. We intend to use the proceeds for miscellaneous expenses such as paying for due diligence, legal,
accounting and other expenses of structuring and negotiating business combinations, as well as for reimbursement of any out-of-pocket
expenses incurred by our officers, directors, initial stockholders or their affiliates in connection with activities on our behalf
as described above. The allocation of the net proceeds available to us outside of the trust account represents our best estimate
of the intended uses of these funds. In the event that our assumptions prove to be inaccurate, we may reallocate some of such proceeds
within the above described categories.



We may use substantially all of the net
proceeds of this offering, including the funds held in the trust account, to acquire a target business and to pay our expenses
relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination,
the proceeds held in the trust account which are not used to consummate a business combination will be disbursed to the combined
company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target
business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’
operations, for strategic acquisitions and for marketing, research and development of existing or new products.

45





To the extent we are unable to consummate
a business combination, we will pay the costs of liquidation from our remaining assets outside of the trust account. If such funds
are insufficient, we may use up to $100,000 of interest earned on the funds held in the trust account for our liquidation expenses.



Prior to the closing of this offering,
our sponsor has agreed to loan us up to $1,500,000 to be used for a portion of the expenses of the offering. As of June 30, 2022,
we had borrowed $314,224 (of up to $1,500,000 available to us) under the promissory note with our sponsor, which was used to pay
a portion of the expenses of this offering referenced in the line items above for SEC registration fee, FINRA filing fee, the non-refundable
portion of the NYSE listing fee, a portion of the legal and audit fees and other offering expenses. The loan is due on the earlier
of December 31, 2022, the consummation of this offering or the abandonment of this offering. The loan will be payable without interest.
The loan will be repaid upon closing of this offering out of proceeds not held in the trust account.



We believe that, upon consummation of
this offering, the approximate $1,250,000 of net proceeds not held in the trust account will be sufficient to allow us to operate
for the next 12 months, assuming that a business combination is not consummated during that time. However, if necessary, in order
to meet our working capital needs following the consummation of this offering, our initial stockholders, officers, directors and
their 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 either be paid upon consummation of
our initial business combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted
into warrants at a price of $1.00 per warrant. The warrants would be identical to the private warrants. In the event that the initial
business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned
amounts, but no proceeds from our trust account would be used for such repayment.



A public stockholder will be entitled
to receive funds from the trust account (including interest earned on his, her or its portion of the trust account to the extent
not previously released to us) only in the event of (i) our redemption of 100% of the outstanding public shares if we have not
completed a business combination in the required time period, (ii) if that public stockholder converts such shares, or sells such
shares to us in a tender offer, in connection with a business combination which we consummate or (iii) we seek to amend any provisions
of our amended and restated certificate of incorporation that would affect our public stockholders’ ability to convert or
sell their shares to us as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete a business combination within 12 months (or up to 18 months, if we extend the time to complete a business
combination as described in this prospectus) from the closing of this offering. This redemption right shall apply in the event
of the approval of any such amendment to our amended and restated certificate of incorporation, whether proposed by our initial
stockholders, executive officers, directors or any other person. In no other circumstances will a public stockholder have any right
or interest of any kind to or in the trust account.

46







DIVIDEND POLICY



We have not paid any cash dividends on
our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The
payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any dividends subsequent
to a business combination will be within the discretion of our board of directors at such time. It is the present intention of
our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors
does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of the offering
pursuant to Rule 462(b) under the Securities Act, in which case we will effect a stock dividend immediately prior to the consummation
of the offering in such amount as to maintain the ownership of our initial stockholders at 20.0% of our issued and outstanding
shares of our common stock upon the consummation of this offering (not including the Representatives’ founders’ shares
and assuming the initial stockholders do not purchase units in this offering).

47







DILUTION



The difference between the public offering
price per share, assuming no value is attributed to the warrants included in the units we are offering by this prospectus and the
private warrants, and the pro forma net tangible book value per share after this offering
constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale
and exercise of warrants, including the private warrants. Net tangible book value per share is determined by dividing our net tangible
book value, which is our total tangible assets less total liabilities (including the value of shares of common stock which may
be converted into cash or sold in a tender offer), by the number of outstanding shares of common stock.



At June 30, 2022, our net tangible book
deficit was $506,345, or approximately $0.16 per share of common stock. After giving effect to the sale of 10,000,000 shares of
common stock included in the units we are offering by this prospectus, the sale of the private warrants and the deduction of underwriting
commissions, estimated expenses of this offering and proceeds held in the trust account subject to redemption/tender, our pro forma
net tangible book value at June 30, 2022 would have been $2,327,862 or $(0.85) per share, representing an immediate increase in
net tangible book value (as decreased by the value of the approximately 10,000,000 shares of common stock that may be converted
to cash and assuming no exercise of the underwriters’ over-allotment option) of $(0.69) per share to our initial stockholders
and an immediate dilution of $10.85 per share or 108.50% to our public stockholders not exercising their conversion rights. The
decrease attributable to public shares subject to conversion is included in the calculation below at $10.00 per share, as all public
stockholders have the right to convert. The dilution to new investors if the underwriters exercise their over-allotment option
in full would be an immediate dilution of $10.89 per share or 108.9%.



The following table illustrates the dilution
to the new investors on a per-share basis, assuming no value is attributed to the warrants included in the units and the private
warrants:



|Public offering price                                          |  |   |       |   |  | $10.00 |  
|-------------------------------------------------------------- |  | - | ----- | - |  | ------ | -
|Net tangible book value before this offering(1)                |  | $ | (0.16 | ) |  |        |  
|Decrease attributable to public stockholders and private sales |  |   | (0.69 | ) |  |        |  
|Pro forma net tangible book value after this offering          |  |   |       |   |  | (0.85  | )
|Dilution to public stockholders                                |  |   |       |   |  | $10.85 |  
|Percentage of dilution to public stockholders                  |  |   |       |   |  | 108.50 | %



The following table sets forth information
with respect to our existing stockholders and the public stockholders:



|                      |  | Shares |            | Total Consideration |  | Average |           
|--------------------- |  | ------ | ---------- | ------------------- |  | ------- | ----------
|Number                |  |        | Purchased  |                     |  |         | Percentage
|Initial stockholders  |  |        | 2,500,000  | (1)                 |  |         | 19.61     
|Representative shares |  |        | 250,000    |                     |  |         | 1.96      
|Public stockholders   |  |        | 10,000,000 |                     |  |         | 78.43     
|Total                 |  |        | 12,750,000 |                     |  |         | 100.00    





| | (1) | Assumes
                                         the over-allotment option has not been exercised and an aggregate of 375,000 founders’
                                         shares have been forfeited as a result thereof.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The pro forma net tangible book value
after the offering is calculated as follows:



|Numerator:                                                                                                   |  |   |              |    
|------------------------------------------------------------------------------------------------------------ |  | - | ------------ | ---
|Net tangible book value before the offering                                                                  |  | $ | (506,345     | )  
|Net proceeds from this offering and private placement                                                        |  |   | 102,250,000  |    
|Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering |  |   | 490,942      |    
|Over-allotment liability                                                                                     |  |   | (62,459      | )  
|Less: Deferred underwriting commission                                                                       |  |   | (3,500,000   | )  
|Less: Proceeds held in trust subject to conversion/tender                                                    |  |   | (101,000,000 | )  
|                                                                                                             |  | $ | (2,327,862   | )  
|Denominator:                                                                                                 |  |   |              |    
|Shares of common stock outstanding prior to this offering                                                    |  |   | 2,500,000    | (1)
|Shares of common stock included in the units offered                                                         |  |   | 10,000,000   |    
|Representatives’ Founders’ Shares                                                                            |  |   | 250,000      |    
|Less: Shares subject to conversion/tender                                                                    |  |   | (10,000,000  | )  
|                                                                                                             |  |   | 2,750,000    |    





|(1) | Assumes the over-allotment option has not been
    exercised and an aggregate of 375,000 founders’ shares have been forfeited as a result thereof.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



48





CAPITALIZATION



The following table sets forth our capitalization
at June 30, 2022and as adjusted to give effect to the sale of our units and the private warrants and the application of
the estimated net proceeds derived from the sale of such securities:



|                                                                                                                                                                                                                                       |  | June 30, 2022 |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------
|                                                                                                                                                                                                                                       |  |               | Actual 
|Notes payable from related party                                                                                                                                                                                                       |  | $             | 314,224
|Deferred underwriting commissions                                                                                                                                                                                                      |  |               | —      
|Over-allotment liability                                                                                                                                                                                                               |  |               | —      
|Common stock, $.0001 par value, –0– and 10,000,000 shares which are subject to possible conversion/tender                                                                                                                              |  |               | —      
|Stockholders’ deficit:                                                                                                                                                                                                                 |  |               |        
|Preferred stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding                                                                                                                                             |  |               | —      
|Common stock, $.0001 par value, 50,000,000 shares authorized; 3,125,000shares issued and outstanding, actual; 2,750,000 shares issued and outstanding (excluding 10,000,000 shares subject to possible conversion/tender), as adjusted |  |               | 312    
|Additional paid-in capital                                                                                                                                                                                                             |  |               | 25,775 
|Accumulated deficit                                                                                                                                                                                                                    |  |               | (41,490
|Total stockholders’ equity (deficit):                                                                                                                                                                                                  |  |               | (15,403
|Total capitalization                                                                                                                                                                                                                   |  | $             | 298,821





|(1) | Includes the $5,000,000 we will receive from the sale of the private warrants.                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Assumes the over-allotment option has not been exercised and an aggregate of 375,000 founders’
    shares have been forfeited as a result thereof.

49





MANAGEMENT’S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS



We were formed on November 23, 2021 for the
purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more target businesses. While we may pursue an initial business combination target in any
business, industry or geographic location, we intend to search globally for target companies within the M&E industry with a
primary focus on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment, animation, music, gaming, e-sports, talent management, talent-facing brands and businesses, and more. We intend to utilize cash derived from the proceeds of this offering,
our securities, debt or a combination of cash, securities and debt, in effecting a business combination. The issuance of additional
shares of common stock or preferred stock:





|                                                            | • | may significantly reduce the equity interest of our stockholders;                                                                                                                                                                                                                                                                    
|----------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior
    to those afforded to our shares of common stock;                                                                                                                                                        
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect,
    among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in
    the resignation or removal of our present officers and directors; and    
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | may adversely affect prevailing market prices for our securities.                                                                                                                                                                                                                                                                    
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|Similarly, if we issue debt securities, it could result in:
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our
    debt obligations;                                                                                                                                                                                       
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when
    due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach
    any such covenant without a waiver or renegotiation of that covenant;
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and                                                                                                                                                                                                                  
|                                                            |   |                                                                                                                                                                                                                                                                                                                                      
|                                                            | • | our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability
    to obtain additional financing while such security is outstanding.                                                                                                                                   



We have neither engaged in any operations
nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through
an offering of our equity securities.



We are an emerging growth company as defined
in the JOBS Act. As an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that
have different effective dates for public and private companies until those standards apply to private companies. As such, our
financial statements may not be comparable to companies that comply with public company effective dates.



Liquidity and Capital Resources



As indicated in the accompanying financial
statements, at June 30, 2022 we had no cash and working capital deficit of $506,345. Further, we have incurred and expect to continue
to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty through
this offering. We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful.



Our liquidity needs have been satisfied,
as of June 30, 2022, through the payment of certain of our deferred offering costs with the $25,000 purchase price of the founders’
shares and loans from our sponsor in an aggregate

50







amount of $314,224 are more fully described below. We estimate that the net proceeds
from (i) the sale of the units in this offering, after deducting offering expenses of approximately $750,000 and underwriting discounts
and commissions of $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full), excluding $3,500,000 or $4,025,000
if the over-allotment option is exercised in full, of deferred underwriting commissions, and (ii) the sale of the private warrants
for a purchase price of $5,000,000 (or $5,450,000 if the over-allotment option is exercised in full) will be $102,250,000 (or $117,400,000
if the over-allotment option is exercised in full). Of this amount, $101,000,000 (or $116,150,000 if the over-allotment option
is exercised in full) will be held in the trust account. The remaining $1,250,000 will not be held in trust.



We may use substantially all of the net
proceeds of this offering, including the funds held in the trust account, to acquire a target business and to pay our expenses
relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination,
the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital
to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing
or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing
or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior
to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover
such expenses.



We believe that, upon consummation of
this offering, the approximate $1,250,000 of net proceeds not held in the trust account, together with the interest earned on the
funds held in the trust account available to us for working capital needs, will be sufficient to allow us to operate for at least
the next 18 months, assuming that a business combination is not consummated during that time. Over this time period, we will be
using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective
target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate
documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating
and consummating the business combination. We anticipate that we will incur approximately:





| | • | $250,000
 of expenses for legal, accounting due diligence, travel, and other expenses in connection
    with any business combination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                       
| | • | $70,000
 of expenses in legal and accounting fees relating to our regulatory reporting obligations;                                   
| |   |                                                                                                                                       
| | • | $630,000 for the payment of the administrative fee ($52,500 per month for up to 12 months); and                                       
| |   |                                                                                                                                       
| | • | $300,000 for directors and officers insurance premiums                                                                                



If our estimates of the above costs are
less than the actual costs, we may have insufficient funds available to operate our business prior to our initial business combination.
Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become
obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case
we may issue additional securities or incur debt in connection with such business combination. We do not have a maximum debt leverage
ratio or a policy with respect to how much debt we may incur. The amount of debt we will be willing to incur will depend on the
facts and circumstances of the proposed business combination and market conditions at the time of the potential business combination.
At this time, we are not party to any arrangement or understanding with any third party with respect to raising additional funds
through the sale of our securities or the incurrence of debt. Subject to compliance with applicable securities laws, we would only
consummate such financing simultaneously with the consummation of our initial business combination. In the current economic environment,
it has become especially difficult to obtain acquisition financing. Additionally, following our initial business combination, if
cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

51





Related Party Transactions



Prior to the closing of this offering,
our sponsor has agreed to loan us up to $1,500,000 to be used for a portion of the expenses of this offering. As of June 30, 2022,
we had borrowed $314,224 (of up to $1,500,000 available to us) under the promissory note with our sponsor. These loans are non-interest
bearing, unsecured and are due at the earlier of December 31, 2022 or the closing of this offering. The loan will be repaid upon
closing of this offering out of the offering proceeds not held in the trust account.



Our initial stockholders and BTIG and
EarlyBirdCapital have committed that they and/or their designees will purchase an aggregate of 5,000,000 private warrants at $1.00
per private warrant (for a total purchase price of $5,000,000) from us. This purchase will take place on a private placement basis
simultaneously with the consummation of this offering. They have also agreed that if the over-allotment option is exercised by
the underwriters in full or in part, they and/or their designees will purchase from us additional private warrants on a pro rata
basis (up to a maximum of 5,450,000 private warrants at a price of $1.00 per private warrant) in an amount that is necessary to
maintain in the trust account $10.10 per unit sold to the public in this offering, without taking into account any interest earned
on such funds or any increase as a result of our extending the time to consummate a business combination as described herein. These
additional private warrants will be purchased in a private placement that will occur simultaneously with the purchase of units
resulting from the exercise of the over-allotment option.



We do not believe we will need to raise
additional funds following this offering in order to meet the expenditures required for operating our business. However, in order
to finance transaction costs in connection with an intended initial business combination, our initial stockholders, officers, directors
or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination,
we would repay such loaned amounts; provided that up to $1,500,000 of such loans may be convertible into warrants of the post business
combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private
warrants. In the event that the initial business combination does not close, we may use a portion of the working capital held outside
the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.



Controls and Procedures



We are not currently required to maintain
an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with
the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2023. As of the date of this
prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess
the internal controls of our target business or businesses prior to the completion of our initial business combination and, if
necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective
system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
the adequacy of internal controls. Target businesses we may consider for a business combination may have internal controls that
need improvement in areas such as:





| | • | staffing for financial, accounting and external reporting areas, including segregation of duties;
| | - | -------------------------------------------------------------------------------------------------
| |   |                                                                                                  
| | • | reconciliation of accounts;                                                                      
| |   |                                                                                                  
| | • | proper recording of expenses and liabilities in the period to which they relate;                 
| |   |                                                                                                  
| | • | evidence of internal review and approval of accounting transactions;                             
| |   |                                                                                                  
| | • | documentation of processes, assumptions and conclusions underlying significant estimates; and    
| |   |                                                                                                  
| | • | documentation of accounting policies and procedures.                                             

52







Because it will take time, management
involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory
requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public
reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.
Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing
reporting.



Once our management’s report on
internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required
by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls
while performing their audit of internal control over financial reporting.



Quantitative and Qualitative Disclosures about Market Risk



The net proceeds of this offering, including
amounts in the trust account, will, if they are invested at all, only
 be invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.



Off-Balance Sheet Arrangements; Commitments and Contractual
Obligations; Quarterly Results



As of the date of this prospectus, we
did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments
or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations
to date.



53





PROPOSED BUSINESS



General



We are a blank check company incorporated as a Delaware corporation
whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. We have not selected any specific business combination target and we have not,
nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target
with respect to an initial business combination with us. While we may pursue an initial business combination target in any business,
industry or geographic location, we intend to search globally for target companies within the M&E industry with a primary focus
on the United States, and in particular on identifying attractive targets among content studios and film production, family entertainment, animation, music, gaming, e-sports, talent management, talent-facing
brands and businesses.



Overview



The COVID-19 pandemic catalyzed immense and dramatic power
shifts in the vast, interconnected M&E industry, which surged to $2.2 trillion in global revenues in 2021 and is expected to
reach $2.6 trillion by 2025 according to a 2021 report by PricewaterhouseCoopers. A clear driver of change in this space has been
the evolution of digital consumption, especially as a result of the COVID-19 pandemic, as a sustained revenue driver existing alongside
traditional media consumption channels. Consumers’ embrace of the new ecosystem helped offset revenue declines due to pandemic-related
closures and has created heightened growth opportunities for media & entertainment companies.



As a result, our management team
believes a number of strong and growing M&E businesses are now in a position where capital and expertise are needed to
achieve their full growth potential. While some M&E business have turned to consolidation, such as MGM and Amazon, others
are seeking capital and scale through alternative means that maintain independence from larger conglomerates. This includes,
for instance, celebrity-owned studios and production houses with robust content pipelines seeking enhanced scale; new media
entities (e.g., podcast, music rights and IP aggregators, e-Sports) looking for capital to continue their growth trajectory;
undervalued talent-facing companies with solid business fundamentals, such as large agencies and PR firms; and
non-traditional business divisions, such as virtual reality or animated digital production houses, trapped within traditional
media companies.



Business Strategy



We believe that our team has desirable attributes to potential
targets in the M&E space. Our team is a multi-cultural, multi-ethnic mixture of seasoned public-company executives, Hollywood
insiders, media operators, media investors, and individuals with ample public markets and M&A experience. Our team has a demonstrated
extensive track record of successful acquisitions, value creation, and value enhancement in media & entertainment industry
and has access to proprietary opportunities globally that can be leveraged to drive value. Our team’s proprietary connections
include touchpoints to, for example, celebrity-owned studios and brands, family entertainment media, animation, talent management,
and music, including direct relationships with many celebrities.

54





Our team’s track record extends to successful experiences
negotiating deals with numerous studios, franchises, agencies, distributors and streamers, as well as experience working directly
with talent and production studios, navigating M&E companies through acquisition transactions (as both acquiror and acquiree),
expanding product ranges for existing businesses, and providing strategic guidance to develop revenue and commercial opportunities.



Furthermore, we believe our team’s diversity is especially
attractive to prospective M&E targets and a key competitive advantage to achieving higher value. The U.S. M&E sector is
one of the least diverse of all industries, with 92% of film executives, for instance, being white, according to a 2021 McKinsey &
Company report. The same report found this has translated into substantial loses for the industry, with an estimated $10 billion
in revenue lost due to a lack of black representation alone.



Given the wealth of data supporting the reality that diverse
teams outperform non-diverse counterparts, our diverse management team represents a core advantage for our company; we believe
our team’s diversity will make us more attractive to M&E targets, both in terms of addressing diversity gaps and in terms
of helping prospective targets achieve higher returns once public.



Management Team



Our management team has a long history of value creation in
the private and public markets, with a strong track record of creating value for stockholders including through acquiring and operating
successful businesses within our target sectors. In particular, many of the companies our team has invested in or operated have
been affiliated with celebrity partners, and several members of our team have become trusted partners with celebrities and business
owners. We believe this unique network of relationships and extensive experience sourcing and executing transactions will enhance
our ability to complete a successful business combination and accelerate the growth trajectory and profitability of the acquired
business post-business combination.



We believe that we are well positioned to identify attractive
acquisition opportunities in the M&E industry, in particular because our team will utilize their access to industry contacts
and proprietary deal flow to generate business combination opportunities. We believe that our team’s networks in particular
will broaden our access to potential transaction opportunities outside typical competitive deal sourcing intermediaries. Our team
is well-connected in our target sectors and, as such we have the opportunity to be potential targets’ preferred partner for
opportunities that they might think are appropriate for a SPAC acquisition. Illustrative networks, for instance, include the networks
and accolades of Mr. Hertz, Mr. Yada, and Mr. Melendez.



Mr. Hertz, who will be an independent director on our Board
and chair of our Executive Committee, works closely with the Smith Family Circle and is a director for JUST GOODS, as well as an
advisor to the Smith Family’s marquee media and branded products company, Westbrook Inc. Mr. Hertz is also a Senior Partner
in the Los Angeles law firm of Hertz Lichtenstein & Young LLP, which represents some of the most

55





prominent talent, entrepreneurs,
agencies and brands in the entertainment, fashion, sports, media, and technology. Prior to joining the firm, Mr. Hertz oversaw music – business and legal affairs – for The Walt Disney
Company. Mr. Hertz is also a principal in memBrain – an entertainment marketing and strategy consulting firm. memBrain advises
numerous Fortune 500 and emerging ventures in various industries, such as Hasbro, McDonald’s, Intel, UBS, the NY Islanders
and Logitech.



Mr. Yada and Mr. Melendez,
who will serve as strategic advisors, are also deeply integrated with several celebrity circles. Mr. Yada is the CEO and a co-founder
of Westbrook Inc., as well as a Director for the Smith Family Circle, Founding CEO of the Smith Family Circle, a Board Member of
JUST Goods, Inc, and a Managing Partner at Dreamers VC. Mr. Melendez is also a Westbrook Inc. co-founder, as well as a co-founder
of Just Water and a partner in Three Six Zero Entertainment.He has been a talent and business management executive for
over three decades prior and has been with the Smith Family for over 20 years, where he has established and guided the careers
of numerous recording artists and international pop acts, including Academy Award and Grammy Award winner Jennifer Hudson, Grammy
Award winning artist Robin Thicke and Teddy Riley’s Blackstreet to name a few. Melendez’s creative partnership with
client Jada Pinkett Smith has produced a variety of successful content in both television and film including the Emmy Award winning
Facebook Watch series, Red Table Talk, the critically acclaimed TNT series Hawthorne and the Queen Latifah Talk Show for
CBS.



The networks and experiences of our other members are discussed
in more detail in the section titled “Management Team” and we believe each individual member of our team features
a comparably strong mixture of experiences and networks which we feel constitutes a strong advantage to successfully consummating
a deal. The chairman of our Board, Mr. Turner, for example, was formerly Chair of the Board of Microvision, Inc. (NASDAQ: MVIS),
a public company in the lidar space, and is currently the company’s Audit Committee chairman. He has served on numerous public
and private companies boards of directors as well. Mr. Turner was the Chief Financial Officer of Coinstar Inc. from 2003 until
June 2009 and was CFO when the company acquired Redbox. He also previously served as Senior Vice President of Operations, Chief
Financial Officer and Treasurer of Real Networks, Inc., a digital media and technology company.



Similarly, our Chief
Executive Officer Mr. Bengochea and Chief Financial Officer Mrs. Waxman have extensive media experience.Mr. Bengochea
is currently Founder and Chief Executive Officer of Bengochea Capital LLC, an investment firm founded in 2020 to pursue frontier
asset classes and, through Mr. Bengochea’s network of connections to various industry executives and celebrities, to examine
global opportunities in media and entertainment. Bengochea Capital has been present at the Cannes Film Festival, among other prestigious
events, and is a registered media entity with the Recording Academy. Prior to founding Bengochea Capital, Mr. Bengochea was a part
of Sony’s Global Business Development team in Los Angeles and, before that, worked as a corporate attorney at the law firm
of Jenner & Block in New York City. Mr. Bengochea holds an A.B. summa cum laude
from Harvard University, a J.D. degree from Harvard Law School, and an M.B.A. from Harvard Business School.Mrs. Waxman
also represents a wealth of media experience. Throughout her 30-year tenure at 20th Century Fox, Mrs. Waxman served
in a variety of roles within the finance organization. Most notably, as Executive Vice President, Deputy CFO
she was responsible for driving strategic priorities, setting financial priorities, policies and procedures and controls for the
global finance organization. In this role, she provided financial leadership and guidance to over 300 employees in
all finance divisions including film production, theatrical, home entertainment and television marketing and distribution, financial
reporting, accounting, corporate compliance and strategic sourcing. Before joining 20th Century Fox, Ms. Waxman was
a Senior Auditor at Ernst & Young.



Commitment to Diversity



As a first generation
American and native Spanish speaker, Mr. Bengochea is a passionate advocate for greater diversity in entertainment, media, and
the public markets, and for promoting more people of color in executive leadership level.



Several members of our
team champion diversity of leadership and investment. This is a statistical rarity in both the public markets and in the SPAC space,
and a gap in the market that there is high demand to remedy both in the public markets and in the media and entertainment industry.
Reports such as the aforementioned McKinsey & Company finding that a lack of diversity is causing substantial losses in
the media industry we believe further augments our team’s attractiveness to potential targets, and is a further point of
differentiation currently unmatched in the SPAC marketplace.

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Acquisition Strategy



Our team will leverage its skills, expertise and strong network
within Hollywood and other international M&E hubs to identify attractive target companies and provide guidance on the benefits
of being a publicly-traded entity, including broader access to capital, increased liquidity for potential acquisitions, expanded
branding opportunities in the marketplace, and reputational and consumer confidence gains, and on the process of transitioning
from a private company to a public registrant. We will also be able to source potential targets from our team’s contacts
within private equity, with celebrities, with M&E investors, and with various industry leaders. Upon completion of this offering,
each of our team members will communicate our acquisition criteria to their respective networks and immediately begin screening
opportunities.



Consistent with this strategy, we have identified parameters
and criteria that we think are important and relevant in evaluating prospective target businesses. We will apply these parameters
in evaluating prospects, even though we may ultimately decide to execute our initial business combination with a fundamentally
strong company that may not match all of our initial parameters:





| | • | Growth Prospects: we intend to seek companies with high growth trajectories within the M&E industry that are
    driven by competitive advantages that can be accelerated or magnified through a partnership with us and access to the public
    markets.                                                                                                                                                                                                                                          
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | Earnings Potential: we intend to acquire one or more businesses that have multiple and diverse potential drivers
    of revenue and earnings growth and that have the potential to generate strong and stable free cash flow.                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | M&E Focus: we will prioritize entities within our team’s core spheres of expertise and from among our
    team’s proprietary connections, such as celebrity content producers and brands and family entertainment, animation,
    gaming, and music businesses which we believe have benefited from the evolving M&E ecosystem.                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | Diversity: we will seek targets that can benefit from our team’s diversity and relationships in the M&E
    sector. This includes prospective targets who can enhance their existing business and generate value by working with individual
    members of our team or becoming part of our team’s network; targets who are minority owned-or-operated; and targets
    who wish to increase or highlight their executive diversity.                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | Public Advantages: we intend to seek target companies that are public market ready and whose leadership teams have
    the vision to take advantage of and appreciate the benefits of becoming a publicly-traded entity.                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | Evolving Circumstance: we intend to seek companies which are capitalizing on M&E industry shifts and trends
    created by various factors such as the COVID-19 pandemic and the migration from cable television to streaming services.                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | Valuations: we consider ourselves to be rigorous, disciplined and valuation-centric investors, with a keen
    understanding of market value and successful track record. We intend to seek companies with a respectable market share and
    growth potential in the segments in which they operate. We expect that the COVID-19 pandemic and ongoing turbulence in
    the market have continued to disrupt a number of companies within the M&E industry who may also be available at a discount.

57







These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines,
as well as other considerations, factors and criteria deemed relevant by our management in effecting our initial business combination
consistent with our business objectives. In the event that we decide to enter into our initial business combination with a target
business that does not meet any of the above criteria and guidelines, we will disclose that the target business does not meet any
of the above criteria in our stockholder communications related to our initial business combination. In evaluating a prospective
target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial
and other information which will be made available to us.



Our management team’s existing M&E connections are
expected to position us favorably as a business partner with a number of prospective targets. We are not prohibited from pursuing
a business combination with a company that is affiliated with our sponsor, officers or directors. In the event that we seek to
complete a business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee
of independent directors, expect to obtain an opinion from an independent investment banking firm or another independent entity
that commonly renders valuation opinions that our business combination is fair to our stockholders from a financial point of view.
In the event that we seek such a business combination, we expect that the independent members of our board of directors would be
involved in approving the transaction.



Sources of Target Businesses



While we have not yet selected a target
business with which to consummate our initial business combination, we believe based on our management’s business knowledge
and past experience that there are numerous potential candidates. We expect that our principal means of identifying potential target
businesses will be through the extensive contacts and relationships of our initial stockholders, officers and directors. While
our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on
potential target businesses, our officers and directors believe that the relationships they have developed over their careers will
generate a number of potential business combination opportunities that will warrant further investigation. We also anticipate that
target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture
capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis,
since many of these sources will have read this prospectus and know what types of businesses we are targeting.



Our officers and directors must present
to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account (net
of deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial business combination,
subject to any fiduciary or contractual obligations. While we do not presently anticipate engaging the services of professional
firms or other individuals that specialize in business acquisitions on any formal basis (other than BTIG and EarlyBirdCapital as
described elsewhere in this prospectus), We may engage the services of professional firms or other individuals that specialize
in business acquisitions (in addition to BTIG and EarlyBirdCapital as described elsewhere in this prospectus), in which event we
may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based
on the terms of the transaction. We have allocated $35,000 per month which may be used, among other things, to compensate consultants (whether in the form of consulting fees or finder's fees) to assist us with our search for a target business.

58







Our audit committee will review and approve
all reimbursements and payments made to our initial stockholders, officers, directors or our or their respective affiliates, with
any interested director abstaining from such review and approval.



We have no present intention to enter
into a business combination with a target business that is affiliated with any of our officers, directors or initial stockholders.
However, we are not restricted from entering into any such transactions and may do so if (i) such transaction is approved by a
majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm,
or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated
stockholders from a financial point of view.



Selection of a Target Business and Structuring of a Business
Combination



Subject to our management team’s
fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the
trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement
for our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the
target business, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target
business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.
In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:





| | • | financial condition and results of operation;                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                    
| | • | growth potential;                                                                                                                                                  
| |   |                                                                                                                                                                    
| | • | brand recognition and potential;                                                                                                                                   
| |   |                                                                                                                                                                    
| | • | experience and skill of management and availability of additional personnel;                                                                                       
| |   |                                                                                                                                                                    
| | • | capital requirements;                                                                                                                                              
| |   |                                                                                                                                                                    
| | • | competitive position;                                                                                                                                              
| |   |                                                                                                                                                                    
| | • | barriers to entry;                                                                                                                                                 
| |   |                                                                                                                                                                    
| | • | stage of development of the products, processes or services;                                                                                                       
| |   |                                                                                                                                                                    
| | • | existing distribution and potential for expansion;                                                                                                                 
| |   |                                                                                                                                                                    
| | • | degree of current or potential market acceptance of the products, processes or services;                                                                           
| |   |                                                                                                                                                                    
| | • | proprietary aspects of our tangible and intangible assets and the extent of intellectual property or other protections for our products, formulas, brands or media;
| |   |                                                                                                                                                                    
| | • | impact of regulation on the business;                                                                                                                              
| |   |                                                                                                                                                                    
| | • | regulatory environment of the industry;                                                                                                                            
| |   |                                                                                                                                                                    
| | • | costs associated with effecting the business combination;                                                                                                          
| |   |                                                                                                                                                                    
| | • | industry leadership, sustainability of market share and attractiveness of industries in which a target business participates;
    and                              
| |   |                                                                                                                                                                    
| | • | macro competitive dynamics in the industry within which the company competes.                                                                                      

59





These criteria are not intended to be
exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on
the above factors as well as other considerations deemed  relevant by our management in effecting a business combination consistent
with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which
will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial
and other information which is made available to us. This due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.



The time and costs required to select
and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any
degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with
which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available
to otherwise complete a business combination.



Fair Market Value of Target Business



NYSE listing rules require that the target
business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds
in the trust account (net of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive
agreement for our initial business combination. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever
reason, we would no longer be required to meet the foregoing 80% fair market value test.



We currently anticipate structuring a
business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination where we merge directly with the target business or a newly formed subsidiary or where we acquire
less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or stockholders or for other reasons, but we do not intend to complete such business combination unless the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even
if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to
the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling
interest in the target; however, as a result of the issuance of a substantial number of new shares, our stockholders immediately
prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the
post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes
of the 80% of trust account balance test.



The fair market value of the target will
be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as
actual and potential sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents
used by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value
of the target business, as well as the basis for our determinations. If our board is not able to independently determine that the
target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking
firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria.
We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors
independently determines that the target business complies with the 80% threshold.



Lack of Business Diversification



We may seek to effect a business combination
with more than one target business, although we expect to complete our business combination with just one business. Therefore,
at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation.
Unlike other entities which

60





may have the resources to complete several business combinations of entities operating in multiple
industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single
entity, our lack of diversification may:



| | • | subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to a business combination, and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                   
| | • | result in our dependency upon the performance of a single operating business or the development or market acceptance of a single
or limited number of products, processes or services.                                            



If we determine to simultaneously acquire
several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our
purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult
for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional
risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if
there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services
or products of the acquired companies in a single operating business.



Limited Ability to Evaluate the Target Business’
Management



Although we intend to scrutinize the management
of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that
our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future
management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of our officers and directors, if any, in the target business following a business combination cannot presently be stated with
any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions
with us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent
to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination
if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations
would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation
in the form of cash payments and/or our securities for services they would render to the company after the consummation of the
business combination. While the personal and financial interests of our key personnel may influence their motivation in identifying
and selecting a target business, their ability to remain with the company after the consummation of a business combination will
not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally,
we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of
the particular target business.



Following a business combination, we may
seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.



Stockholders May Not Have the Ability to Approve an Initial
Business Combination



In connection with any proposed business
combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose
at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination
or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes
payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby
avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the
trust account (net of taxes payable), in each case subject to the limitations described herein and in our amended and restated
certificate of incorporation. The decision as to whether we will seek stockholder approval of a proposed business combination or
will allow stockholders to sell their shares to us in a tender offer will be

61





made by us, solely in our discretion, and will be
based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require
us to seek stockholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each
stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case,
we will file tender offer documents with the SEC which will contain substantially the same financial and other information about
the initial business combination as is required under the SEC’s proxy rules. Whether we seek stockholder approval or engage
in a tender offer, we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001
either immediately prior to or upon consummation of such business combination and, if we seek stockholder approval, a majority
of the outstanding shares of common stock voted are voted in favor of the business combination. We have no specified maximum percentage
threshold for conversions in our amended and restated certificate of incorporation and even those public stockholders who vote
in favor of our initial business combination have the right to convert their public shares. As a result, this may make it easier
for us to consummate our initial business combination.



We chose our net tangible asset threshold
of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended.
However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital
closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial
business combination, we may need to have more than $5,000,001 in net tangible assets either immediately prior to or upon consummation
and this may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result,
we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within
the applicable time period, if at all. Public stockholders may therefore have to wait 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus)
from the closing of this offering
in order to be able to receive a pro rata share of the trust account.



Our initial stockholders, officers and
directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, (2) not
to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination
and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination.



None of our officers, directors, initial
stockholders or their affiliates has indicated any intention to purchase units or shares of common stock in this offering or from
persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination
and a significant number of stockholders vote, or indicate an intention to vote, against such proposed business combination or
that they wish to convert their shares, our officers, directors, initial stockholders or their affiliates could make such purchases
in the open market or in private transactions in order to influence the vote and reduce the number of conversions. Notwithstanding
the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock
if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation
of a company’s stock.



Conversion Rights



At any meeting called to approve an initial
business combination, public stockholders may seek to convert their shares, regardless of whether they vote for or against the
proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not
yet paid. Alternatively, we may provide our public stockholders with the opportunity to sell their shares of our common stock to
us through a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the
aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. The per-share amount we will distribute
to investors who properly convert their shares will not be reduced by the deferred underwriting commissions we will pay to BTIG
and EarlyBirdCapital.



Our initial stockholders and our officers
and directors will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly,
whether acquired prior to this offering or purchased by them in this offering or in the aftermarket. Additionally, the holders
of the Representatives’ founders’ shares will not have conversion rights with respect to the Representatives’
founders’ shares.

62







We may require public stockholders, whether
they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer
agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection
with the proposal to approve the business combination.



There is a nominal cost associated with
the above-referenced delivery 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 it would be up to the broker whether or not to pass this
cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when
such delivery must be effectuated.



However, in the event we require stockholders
seeking to exercise conversion rights prior to the consummation of the proposed business combination and the proposed business
combination is not consummated this may result in an increased cost to stockholders.



Any proxy solicitation materials we furnish
to stockholders in connection with a vote for any proposed business combination will indicate whether we are requiring stockholders
to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time the stockholder received
our proxy statement up until the vote on the proposal to approve the business combination to deliver his shares if he wishes to
seek to exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However, as
the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street
name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through
the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact.
Please see the risk factor titled “In connection with any stockholder meeting called to approve a proposed initial business
combination, we may require stockholders who wish to convert their shares in connection with a proposed business combination to
comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior
to the deadline for exercising their rights” for further information on the risks of failing to comply with these requirements.



Any request to convert such shares once
made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore,
if a holder of public shares delivered his certificate in connection with an election of their conversion and subsequently decides
prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent return the certificate
(physically or electronically).



If the initial business combination is
not approved or completed for any reason, then our public stockholders who elected to exercise their conversion rights would not
be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return
any shares delivered by public holders.



Liquidation if No Business Combination



Our amended and restated certificate of
incorporation provides that we will have only 12 months from the closing of this offering to complete an initial business combination.



However, we may extend the period of time
to consummate a business combination up to two times, each by an additional three months (for a total of 18 months to complete
a business combination). In order to extend the time available for the Company to consummate a business Combination, without the
need for a separate stockholder vote, is for the Company’s initial stockholders or their affiliates or designees, upon five
days’ advance notice prior to the application deadline, to deposit into the trust account $1,000,000 or $1,150,000 if the
underwriters’ over-allotmentoption is exercised in full ($0.10 per public share
in either case, or an aggregate of $2,000,000 (or $2,300,000 if the over-allotmentoption
is exercised in full) if extended for each of the full three months), on or prior to the date of the application deadline. In the
event that the stockholders, or affiliates or designees, elect to extend the time to complete the company’s initial business
combination and deposit the applicable amount of money into trust, the initial stockholders will receive a non-interestbearing,
unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the company is unable
to close a business combination unless there are funds available outside the trust account to do so. Such note would be paid upon
consummation of the company’s initial business combination.

63





If we have not completed an initial business
combination by such date and stockholders have not otherwise amended our charter to extend this 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 not previously released to us but net of taxes payable and up to $100,000 of interest
income that may be released to us for liquidation expenses, 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.



Our initial stockholders, officers and
directors have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that would
affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as
described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
a business combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described
in this prospectus) from the closing of this offering unless we provide our public stockholders with the opportunity to convert
their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest not previously released to us but net of franchise and income taxes payable, divided by
the number of then outstanding public shares. This redemption right shall apply in the event of the approval of any such amendment,
whether proposed by our initial stockholders, executive officers, directors or any other person.



Under the Delaware General Corporation
Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time
period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set
forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day
period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to
the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would be barred after the third anniversary of the dissolution. It is our intention to redeem our public shares
as soon as reasonably possible following our 24th month, and, therefore, we do not intend to comply with those procedures.
As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more)
and any liability of our stockholders may extend well beyond the third anniversary of such date.



Furthermore, if the pro rata portion of
our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not
complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware
law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation
Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead
of three years, as in the case of a liquidation distribution.



Because we will not be complying with
Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt
a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims
that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather
than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only
likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

64







We are required to seek to have all third
parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into
agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust
account. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim
would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced
and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders.
Nevertheless, Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not execute
agreements with us waiving such claims to the monies held in the trust account. Furthermore, there is no guarantee that other vendors,
service providers and prospective target businesses will execute such agreements. Nor is there any guarantee that, even if they
execute such agreements with us, they will not seek recourse against the trust account. Bengochea SPAC Sponsors I LLC, an entity
affiliated with Mr. Bengochea, has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced
below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for
services rendered or contracted for or products sold to us, but we cannot assure you that it will be able to satisfy its indemnification
obligations if it is required to do so. We have not independently verified whether Bengochea SPAC Sponsors I LLC has sufficient
funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and we do not believe it has any
significant liquid assets. Accordingly, we believe it is unlikely that it will be able to satisfy its indemnification obligations
if it is required to do so. Additionally, the agreement Bengochea SPAC Sponsors I LLC entered into specifically provides for two
exceptions to the indemnity given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor
or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in
or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of this offering against
certain liabilities, including liabilities under the Securities Act. As a result, if we liquidate, the per-share distribution from
the trust account could be less than $10.10 due to claims or potential claims of creditors.



We anticipate notifying the trustee of
the trust account to begin liquidating such assets promptly after our 24th month and anticipate it will take no more
than 10 business days to effectuate such distribution. The holders of the founders’ shares have waived their rights to participate
in any liquidation distribution from the trust account with respect to such shares. There will be no distribution from the trust
account with respect to our warrants, which will expire worthless. We will pay the costs of any subsequent liquidation from our
remaining assets outside of the trust account. If such funds are insufficient, we will use the up to $100,000 of interest earned
on the funds held in the trust account that may be released to us for our liquidation expenses.



If we are unable to complete an initial
business combination and expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account,
and without taking into account interest, if any, earned on the trust account, or any increase as a result of our extending the
time to consummate a business combination as described herein, the initial per-share redemption price would be $10.10. As discussed
above, the proceeds deposited in the trust account could become subject to claims of our creditors that are in preference to the
claims of public stockholders.



Our public stockholders shall be entitled
to receive funds from the trust account only in the event of our failure to complete a business combination within the required
time period, if the stockholders seek to have us convert or purchase their respective shares upon a business combination which
is actually completed by us or upon certain amendments to our amended and restated certificate of incorporation prior to consummating
an initial business combination. In no other circumstances shall a stockholder have any right or interest of any kind to or in
the trust account.



If we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could
be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties
with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure
you we will be able to return to our public stockholders at least $10.10 per share.

65







If we are forced to file a bankruptcy
case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could
be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore,
because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus)
from
the closing of this offering, this may be viewed or interpreted as giving preference to our public stockholders over any potential
creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their
fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of
punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure
you that claims will not be brought against us for these reasons.



Amended and Restated Certificate of Incorporation



Our amended and restated certificate of
incorporation contains certain requirements and restrictions relating to this offering that will apply to us until the consummation
of our initial business combination. These provisions cannot be amended without the approval of a majority of our stockholders.
If we seek to amend any provisions of our amended and restated certificate of incorporation that would affect our public stockholders’
ability to convert or sell their shares to us as described herein or affect the substance or timing of our obligation to redeem
100% of our public shares if we do not complete a business combination within 12 months (or up to 18 months, if we extend
the time to complete a business combination as described in this prospectus) from the closing of this offering, we will provide
public stockholders with the opportunity to convert their public shares in connection with any such vote. This conversion right
shall apply in the event of the approval of any such amendment, whether proposed by any executive officer, director, initial stockholder,
or any other person. Our initial stockholders, officers and directors have agreed to waive any conversion rights with respect to
any founders’ shares and any public shares they may hold in connection with any vote to amend our amended and restated certificate
of incorporation. Specifically, our amended and restated certificate of incorporation provides, among other things, that:



| | • | we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which
stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination
or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes
payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby
avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in
the trust account (net of taxes payable), in each case subject to the limitations described herein and in our amended and restated
certificate of incorporation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | • | we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately
prior to or upon consummation of such business combination and, if we seek stockholder approval, a majority of the outstanding
shares of common stock voted are voted in favor of the business combination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | • | if our initial business combination is not consummated within 12 months (or up to 18 months, if we extend the time to complete
a business combination as described in this prospectus) from the closing of this offering, then we will redeem all of the outstanding
public shares and thereafter liquidate and dissolve our company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | • | upon the consummation of this offering, $101,000,000, or $116,150,000 if the over-allotment option is exercised in full, shall
be placed into the trust account;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | • | we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar transaction prior to our initial business combination; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

66





| | • | prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of
the trust account, or that votes as a class with the common stock sold in this offering on an initial business combination.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Competition



In identifying, evaluating and selecting
a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of
these entities are well established and have extensive experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources
will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential
target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable
target businesses may be limited by our available financial resources.



The following also may not be viewed favorably
by certain target businesses:



| | • | our obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of
a transaction;                           
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                        
| | • | our obligation to convert or repurchase shares of common stock held by our public stockholders may reduce the resources available
to us for a business combination; and
| |   |                                                                                                                                                                        
| | • | our outstanding warrants, and the potential future dilution they represent.                                                                                            



Any of these factors may place us at a
competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status
as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately
held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable
terms.



If we succeed in effecting a business
combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you
that, subsequent to a business combination, we will have the resources or ability to compete effectively.



Facilities



We currently maintain our principal executive
offices at P.O. Box 2506, Toluca Lake, California 91610. The cost for this space is included in the $17,500 per month fee that
we will pay our sponsor, Bengochea SPAC Sponsors LLC, for office space. We consider our current office space adequate for our current
operations.



Employees



We have three executive officers. These
individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they
deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business
has been selected for the business combination and the stage of the business combination process the company is in. Accordingly,
once a suitable target business has been located, management may spend more time investigating such target business and negotiating
and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating
a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe
is necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business combination.



Periodic Reporting and Audited Financial Statements



We have registered our units, common stock
and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and
current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial
statements audited and reported on by our independent registered public accountants.

67







We will provide stockholders with audited
financial statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent
to stockholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance
with or reconciled to United States generally accepted accounting principles or international financial reporting standards as
promulgated by the International Accounting Standards Board. We cannot assure you that any particular target business identified
by us as a potential acquisition candidate will have the necessary financial statements. To the extent that this requirement cannot
be met, we may not be able to acquire the proposed target business.



We may be required to have our internal
control procedures audited for the fiscal year ending December 31, 2023, as required by the Sarbanes-Oxley Act. A target company
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.



Legal Proceedings



There is no material litigation, arbitration
or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we
and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this
prospectus.



Comparison to Offerings of Blank Check Companies Subject
to Rule 419



The following table compares and contrasts
the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming
that the gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering
and that the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to
this offering because we will have net tangible assets in excess of $5,000,000 upon the successful consummation of this offering
and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact.



|                                                              |  | Terms
    of the Offering                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Terms
    Under a Rule 419 Offering                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Escrow
    of offering proceeds                               |  | $101,000,000
    of the proceeds from this offering and the sale of the private warrants will be deposited into a U.S.-based trust account
    at UBS Financial Services, Inc. with Continental Stock Transfer & Trust Company acting as trustee                                                                                                                                                                                                                                                                       |  | $85,050,000
    of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution
    or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having
    the beneficial interests in the account.
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                            
|Investment
    of net proceeds                                |  | The $101,000,000 of
    the proceeds of this offering and the sale of the private warrants held in trust will, if such proceeds are invested at all, only be invested in United States “government
    securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less
    or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest
    only in direct U.S. government treasury obligations. |  | Proceeds could be
    invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities
    that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.                                                 
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                            
|Limitation
    on fair value or net assets of target business |  | Our
    initial business combination must occur with one or more target businesses that together have a fair market value of at least
    80% of the assets held in the trust account (excluding deferred underwriting commissions and taxes payable) at the time of
    the agreement to enter into the initial business combination. Notwithstanding the foregoing, if we are not then listed on
    the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.  |  | We
    would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent
    at least 80% of the maximum offering proceeds.                                                                                                                               

68





|                                   |  | Terms of the Offering                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Terms Under a Rule 419
    Offering                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Trading of securities issued       |  | The units may commence trading on or promptly after the date
    of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 52ndday after the date of this prospectus unless BTIG and EarlyBirdCapital inform us of their decision to allow earlier
    separate trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet
    reflecting our receipt of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment
    option, if such option is exercised prior to the initial filing of such Current Report on Form 8-K. If the over-allotment
    option is exercised after the initial filing of such Current Report on Form 8-K, we will file an amendment to the Form 8-K
    to provide updated financial information to reflect the exercise and consummation of the over-allotment option. We will also
    include in this Form 8-K, an amendment thereto, or in a subsequent Form 8-K, information indicating if BTIG and EarlyBirdCapital
    have allowed separate trading of the shares of common stock and warrants prior to the 52nd day after the date of
    this prospectus. |  | No trading of the units or the underlying shares of common stock
    and warrants would be permitted until the completion of a business combination. During this period, the securities would be
    held in the escrow or trust account.                                                                                                                                                                                                                                                                        
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exercise
    of the warrants       |  | The warrants
    cannot be exercised until 30 days after the completion of a business combination and, accordingly, will be exercised only
    after the trust account has been terminated and distributed                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | The warrants
    could be exercised prior to the completion of a business combination, but securities received and cash paid in connection
    with the exercise would be deposited in the escrow or trust account.                                                                                                                                                                                                                                                                                              
|                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Election
    to remain an investor |  | We
    will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders
    with the opportunity to sell their shares of our common stock to us in a tender offer for cash equal to their pro rata share
    of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business
    combination, we will send each stockholder a proxy statement containing information required by the SEC. Alternatively, if                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | A
    prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity
    to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from
    the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company
    or require the return of his or her investment. If the company has not received the notification by

69





|                                                      |  | Terms of the Offering                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Terms Under a Rule 419 Offering                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                      |  | we do not hold a meeting and instead conduct a tender offer,
    we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with
    the SEC which will contain substantially the same financial and other information about the initial business combination as
    we would have included in a proxy statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | The end of the 45thbusiness day, funds and interest
    or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient
    number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors
    and none of the securities will be issued.
|                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                               
|Business
    combination deadline                     |  | Pursuant
    to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
    12 months (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus)
    from the closing of this offering, 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
    not released to us 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. |  | If an
    acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds
    held in the trust or escrow account would be returned to investors.                                                                                                                                                                 
|                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                               
|Interest
    earned on the funds in the trust account |  | There
    can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our
    tax obligations and for working capital purposes. The remaining interest earned on the funds in the trust account will not
    be released until the earlier of the completion of a business combination and our liquidation upon failure to effect a business
    combination within the allotted time (in which case up to $100,000  of interest may be used for liquidation expenses).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | All
    interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier
    of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted
    time.                                                                                      
|                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                               
|Release
    of funds                                  |  | Except
    for any interest earned on the funds in the trust account released to us for our tax obligations and working capital purposes
    as described above, the proceeds held in the trust account will not be released to us until the earlier of the completion
    of a business combination and our liquidation upon failure to effect a business combination within the allotted time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | The
    proceeds held in the escrow account would not be released to the company until the earlier of the completion of a business
    combination or the failure to effect a business combination within the allotted time.                                                                                                                                                  

70





MANAGEMENT



Directors and Executive Officers



Our current directors and executive officers
are as follows:



|Name                   |  | Age |  | Title                               
|---------------------- |  | --- |  | ------------------------------------
|Jose Antonio Bengochea |  | 31  |  | Chief Executive Officer and Director
|Brian Turner           |  | 63  |  | Chairman                            
|Ken Hertz              |  | 62  |  | Director                            
|Jane Waxman            |  | 56  |  | Chief Financial Officer and Director
|William Caragol        |  | 55  |  | Chief Operating Officer             
|Lisa Harrington        |  | 54  |  | Director                            
|Scott Morris           |  | 63  |  | Director                            
|James Findlay          |  | 35  |  | Director                            



JoseAntonio Bengochea is our company’s Founder and has served as our Chief Executive Officer since November
2021. Mr. Bengochea will also serve as a Director on our Board of Directors following the completion of this offering.
Mr. Bengochea is currently the Founder and Chief Executive Officer of Bengochea Capital LLC, an investment firm founded in 2020 to pursue frontier asset classes and, through Mr. Bengochea’s network of connections to various industry executives and celebrities, to examine global opportunities in media and entertainment. Bengochea Capital has been present at the Cannes Film Festival, among other prestigious events, and is a registered media entity with the Recording Academy.
 Prior to founding Bengochea Capital, Mr. Bengochea
was a part of Sony’s Global Business Development team in Los Angeles from 2018 to 2020. After graduating Harvard
Law School and Harvard Business School with a J.D. and M.B.A. in 2017, Mr. Bengochea worked as a corporate attorney at the law
firm Jenner & Block in New York City. Mr. Bengochea also holds an A.B. summa cum laude from Harvard University.



Brian Turner,
our Chairman of the Board since inception, has served on numerous public and private companies Boards of Directors since July 2009.
Mr. Turner was the Chief Financial Officer of Coinstar Inc. from 2003 until June 2009. Prior to Coinstar, from 2001 to 2003,
he served as Senior Vice President of Operations, Chief Financial Officer and Treasurer of Real Networks, Inc., a digital media
and technology company. Prior to Real Networks, from 1999 to 2001, Mr. Turner was employed by Bsquare Corp., a software company,
where he initially served as Senior Vice President of Operations, Chief Financial Officer and Secretary, before being promoted
to President and Chief Operating Officer. From 1995 to 1999, Mr. Turner was Chief Financial Officer and Vice President of
Administration of Radisys Corp., an embedded software company. Mr. Turner’s experience also includes 13 years at PricewaterhouseCoopers
LLP where he held several positions including Director, Corporate Finance. Mr. Turner was formerly Chairman of the Board of Microvision,
Inc. (NASDAQ: MVIS), a public company in the lidar space, and is now Chair of the Audit Committee for MVIS. Mr. Turner has also
been a director for several private companies. Mr. Turner holds a Bachelors of Business Administration in Accounting and a Bachelors
of Arts in Political Science from the University of Washington.



Ken
Hertz, member of our board of directors since inception, has served as a Senior Partner
in the Los Angeles law firm of Hertz Lichtenstein & Young LLP since 2007. Mr. Hertz and his partners specialize in representing
talent, new media, entrepreneurs, agencies, and brands in entertainment,fashion, sports, media, and technology, including
the Smith Family and several other marquee celebrities. Priorto joining the firm, Mr. Hertz was in
charge of music — business and legal affairs — for The Walt Disney Company. He is also a principal in memBrain –
an entertainment marketing and strategy consulting firm thatconsults a number of companies
engaged in businesses operating in the entertainment content, fashion, technology and marketing industries, including Intel, McDonald’s,
Hasbro, MillerCoors, Li & Fung and Logitech.Mr. Hertz has also been anactive early-stage
venture investor and advisor since 1997 and is a frequent speaker and commentator on the subjects
of entertainment, marketing and convergence. He is often quoted in the New York Times, Los Angeles Times, and Wall Street Journal,
has appeared on CNBC’s monthly newsmagazine “Business Nation,” has been an instructor at UCLA’s Anderson
Graduate School of Management, and an adjunct professor of law at USC. He graduated UCLA with a J.D. in 1984 and U.C. Berkeley
in 1981 with a B.S.

71





Jane Waxman, our Chief Financial Officer and
a director since inception, has extensive experience in the film entertainment industry with a diverse background in operations
and financial management. Throughout her 30-year tenure at 20th Century Fox from 1990 to 2019, she served in a variety
of roles within the finance organization. Most notably, as Executive Vice President, Deputy CFO she was responsible
for driving strategic priorities, setting financial priorities, policies and procedures and controls for the global finance organization. In this role, she provided financial leadership and guidance to over 300 employees in all finance divisions
including film production, theatrical, home entertainment and television marketing and distribution, financial reporting, accounting,
corporate compliance and strategic sourcing. Before joining 20th Century Fox, Ms. Waxman was a Senior Auditor at Ernst
& Young. Ms. Waxman earned her bachelor’s degree from the University of California, Santa Barbara. She currently serves
on the board of Jonathan Jaques Children’s Cancer Center at Miller’s Children’s Hospital and served as sponsorship
committee co-chair from 2010 to 2017.



William Caragol, our Chief Operating Officer
since inception, has over thirty years of experience working with growth stage companies.  In 2018, he founded and is the
Managing Director of Quidem LLC, a corporate strategic and financial advisory firm.  Since July 2021 he has been the Chief
Financial Officer of Mainz Biomed N.V. (NASDAQ: MYNZ), a molecular genetics diagnostic company specializing in the early detection
of cancer.  Since 2015, Mr. Caragol has been Chairman of the Board of Thermomedics, Inc., a privately held medical diagnostic
equipment company. Since February 2021, Mr. Caragol has also served on the Board of Directors and is Chairman of the Audit Committee
of Greenbox POS (NASDAQ: GBOX) a financial technology company leveraging proprietary blockchain security to build customized payment
solutions, and since July 2021 has served on the Board of Directors of Worksport Ltd. (NASDAQ: WKSP), an emerging electric vehicle
company. From 2012 to 2018, Mr. Caragol was Chairman and CEO of PositiveID, a holding company that was publicly traded that had
a portfolio of products in the fields of bio detection systems and molecular diagnostics. Mr. Caragol earned a B.S. in business
administration and accounting from Washington & Lee University and is a member of the American Institute of Certified Public
Accountants.



Lisa Hatton Harrington, a member of our board
of directors since inception, has served as the Chief Legal Officer and Corporate Secretary for Viant Technology (“DSP”)
since 2021.Previously, Ms. Harrington wasGeneral Counsel and Corporate Secretary
for ChromaDex (“CDXC”) from 2020 to 2021. Before this, Ms. Harrington served as Special Counsel at the global law firm
Cooley LLP from 2018 to 2020 and held General Counsel positions at ASICS Americas (2016-2018), Surf Airlines (2015-2016), NBCUniversal/Comcast’s
digital division, including Fandango (2006-2015), and Unum Group’s Western division (2000-2005).  Ms. Harrington also
has experience as a chief compliance officer, chief privacy officer, head of risk management, internal audit, ESG, procurement,
and participating on investment committees. Ms. Harrington received her B.A. from UCLA and her J.D. from USC Gould School of Law.
She currently serves on the boards of the USC Gould School of Law Alumni Association, the Association of Media and Entertainment
Counsel, and the UC Riverside women’s executive education department and has previously been an executive board director
of the Association of Corporate Counsel, and on the Women Lawyers Association of Los Angeles board.



Scott Morris, a member
of our board of directors since inception, has been Chairman of Avista (NYSE: AVA) since 2008. Mr. Morris started his career at
AVA in 1981. From 2008 to 2019, he served as the Company’s Chief Executive Officer and served as Avista’s President
from 2008 to 2018. Prior to that, Mr. Morris was also the company’s Chief Operating Officer. His experiences include management
positions in multiple industries, including construction, customer service, and utilities. He is a graduate of Gonzaga University
and received his master’s degree from Gonzaga University in organizational leadership. He also attended the Stanford Business
School Financial Management Program and the Kidder Peabody School of Financial Management. Mr. Morris serves on the boards of McKinstry
Co. and California Water Service. He is also on the Board of Trustees of Gonzaga University. He has served on a number of Spokane
nonprofit and economic development Boards.



James M. Findlay,
a member of our board of directors since October 26, 2022,has served as the Vice President of Investments and Finance
for OMNIA Global, a family office investment firm headquartered in Zug, Switzerland, since 2018. Notably, Mr. Findlay was project
lead for the public listing of a digital content technology platform, Talenthouse A.G., in March 2022 and has been responsible
for several cross-industry projects, spanning opportunities in M&E, technology, private equity, fixed income, art finance and
fintech/blockchain, across the

72





European Union and Asia-Pacific. Prior to OMNIA Global, Mr. Findlay worked in the asset finance
group at Credit Suisse from 2014 to 2015, with the team completing over $6 billion in commercial loans during his tenure. Major
projects included multi-billion dollar refinancings and spanned multiple asset classes including multifamily communities in primary,
secondary and tertiary markets and multiple hotel and developments and refinancing projects. Mr. Findlay also served as a Financial
Analyst at BGC Partners from 2012 to 2014. Mr. Findlay graduated from Rollins College (2010) with a Bachelors in International
Business, and has an M.Sc in Law and Accounting from the London School of Economics (2012).



Strategic Advisors



We expect that our Strategic Advisors will assist our management
team in search of suitable acquisition targets following the consummation of this offering. However, they have no written advisory
agreement with us. Moreover, they are not board members, have no fiduciary obligations to us, will not perform board or committee
functions and will not have any voting or decision making power. Accordingly, if any of our advisors becomes aware of a business
combination which is suitable for any of the entities to which he has fiduciary or contractual obligations (including other blank
check companies), he will honor his fiduciary or contractual obligations to present such business combination opportunity to such
entity, and only present it to us if such entity rejects the opportunity. Nonetheless, we believe them to be a diverse group of
individuals whose networks, experiences, and accolades make them value-enhancing additions to our team. They are as follows:



Kosaku Yadais the current CEO and co-founder
of Westbrook Inc., which he co-founded in 2019 alongside Will Smith, Jada Smith, and Miguel Melendez. Mr. Yada is also a Director
on the board of the Smith Family Circle, the wealth office of the Smith Family and was the Founding CEO of the Smith Family Circle;
a Board Member of the consumer products company JUST Goods, Inc; a Managing Partner at Dreamers VC; and the owner and operator
of a private investment and holding company, The Yada Company. Prior, Mr. Yada had extensive experience building companies and
brands in Japan, having founded an early-stage VC company in Tokyo (The Sonar Group). Mr. Yada also founded K2D in 2021, which
he sold to a Japanese public entity. Mr. Yada is a graduate of Harvard University (A.B., 2007).



Miguel Melendez is Co-Founder
of Westbrook Inc. and Just Water and Partner of Three Six Zero Entertainment. Miguel has been a talent and business management executive
for over three decades and has been with the Smith Family for over 20 years. Melendez established and guided the careers of numerous
recording artists and international pop acts, including Academy Award and Grammy Award winner Jennifer Hudson, Grammy Award winning artist
Robin Thicke and Teddy Riley’s Blackstreet to name a few. Melendez began his career in New York working for Fever Records &
Management and as a road manager for pop sensation New Kids on the Block. He went on to found Melendez Entertainment Group, which joined
forces with Overbrook Entertainment founders Jada Pinkett Smith, Will Smith and James Lassiter, in 2000. Melendez’s creative partnership
with client Jada Pinkett Smith has produced a variety of successful content in both television and film including the Emmy Award winning
Facebook Watch series, Red Table Talk, the critically acclaimed TNT series Hawthorne and the Queen Latifah Talk Show for CBS.



Executive Compensation



No executive officer has received any
cash compensation for services rendered to us. Commencing on the date of this prospectus through the earlier of the acquisition
of a target business or 18 months from the closing of this offering, we will enter into an administrative services agreement pursuant
to which we will also pay our sponsor, Bengochea SPAC Sponsors I LLC, a total of $52,500 per month, for 12 months, representing
(i) $17,500 per month payable to our sponsor in exchange for certain general and administrative services to be provided by our
sponsor, including office space and administrative and support services, and (ii) $35,000 per month payable to our Chief Executive
Officer and consultants to assist us with our search for a target business. However, this arrangement is solely for our benefit
and is not intended to provide our officers or directors compensation in lieu of a salary.

73







No other compensation of any kind, including
any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our
sponsor, officers and director, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered
in order to effectuate the consummation of our initial business combination (regardless of the type of transaction that it is).
However, these 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.



Other than the foregoing payments and
the repayment of the aggregate $314,224loans made by our sponsor to us, no compensation or fees of any kind will be paid
to our initial stockholders, members of our management team or their respective affiliates, for services rendered prior to or in
connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However,
they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such
as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations
as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.
There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination.
Additionally, 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, such expenses would not be reimbursed by us unless
we consummate an initial business combination.



After our initial business combination,
members of our management team who remain with us may be paid consulting, management or other fees from the combined company with
any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished
to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider
an initial business combination, as it will be up to the directors of the post-combination business to determine executive and
director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current
Report on Form 8-K or a periodic report, as required by the SEC.



Director Independence



Currently Brian Turner, Ken Hertz, Lisa
Harrington, Scott Morris and James Findlay would each be considered an “independent director” under the NYSE listing
rules, which 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.



Our independent directors will have regularly
scheduled meetings at which only independent directors are present.



Any affiliated transactions will be on
terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all
affiliated transactions with any interested director abstaining from such review and approval.



Executive Committee



We have formed an executive committee
of our board of directors which Ken Hertz chairs and whose other members include Brian Turner and Jose Bengochea. The executive
committee has been formed for the purpose of broadening potential deal pipeline and sourcing targets from the networks of the executive
committee members.

74







Audit Committee



Effective upon the date of this prospectus,
we will establish an audit committee of the board of directors, which will consist of Brian Turner, Lisa Harrington and Scott Morris,
each of whom is an independent director under NYSE’s listing standards. The audit committee’s duties, which are specified
in our Audit Committee Charter, include, but are not limited to:



| | • | reviewing
                                         and discussing with management and the independent auditor the annual audited financial
                                         statements, and recommending to the board whether the audited financial statements should
                                         be included in our Form 10-K;                                                      
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | discussing
                                         with management and the independent auditor significant financial reporting issues and
                                         judgments made in connection with the preparation of our financial statements;                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | discussing
                                         with management major risk assessment and risk management policies;                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | monitoring
                                         the independence of the independent auditor;                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | verifying
                                         the rotation of the lead (or coordinating) audit partner having primary responsibility
                                         for the audit and the audit partner responsible for reviewing the audit as required by
                                         law;                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | reviewing
                                         and approving all related-party transactions;                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | inquiring
                                         and discussing with management our compliance with applicable laws and regulations;                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | pre-approving
                                         all audit services and permitted non-audit services to be performed by our independent
                                         auditor, including the fees and terms of the services to be performed;                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | appointing
                                         or replacing the independent auditor;                                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | determining
                                         the compensation and oversight of the work of the independent auditor (including resolution
                                         of disagreements between management and the independent auditor regarding financial reporting)
                                         for the purpose of preparing or issuing an audit report or related work;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | establishing
                                         procedures for the receipt, retention and treatment of complaints received by us regarding
                                         accounting, internal accounting controls or reports which raise material issues regarding
                                         our financial statements or accounting policies; and                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | • | approving
                                         reimbursement of expenses incurred by our management team in identifying potential target
                                         businesses.                                                                                                                                                                                                         



Financial Experts on Audit Committee



The audit committee will at all times
be composed exclusively of “independent directors” who are “financially literate” as defined under NYSE’s
listing standards. NYSE’s standards define “financially literate” as being able to read and understand fundamental
financial statements, including a company’s balance sheet, income statement and cash flow statement.



In addition, we must certify to NYSE that
the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individual’s
financial sophistication. The board of directors has determined that each of Brian Turner and Scott Morris qualifies as an “audit
committee financial expert,” as defined under rules and regulations of the SEC.

75





Nominating and Corporate Governance Committee



Prior to the consummation of this offering, we
will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate
governance will be Scott Morris and Brian Turner. Scott Morris will serve as chair of the nominating and corporate governance committee.



The primary purposes of our nominating and corporate
governance committee will be to assist the board in:



| | • | identifying,
                                         screening and reviewing individuals qualified to serve as directors and recommending
                                         to the board of directors candidates for nomination for election at the annual meeting
                                         of stockholders or to fill vacancies on the board of directors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | developing,
                                         recommending to the board of directors and overseeing implementation of our corporate
                                         governance guidelines;                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                              
| | • | coordinating and overseeing the annual
                                         self-evaluation of the board of directors, its committees, individual directors
                                         and management in the governance of the company; and
| |   |                                                                                                                                                                                                                                                              
| | • | reviewing on a regular basis our
                                         overall corporate governance and recommending improvements as and when necessary.                                                                                                  



The nominating and corporate governance committee
will be governed by a charter that complies with the rules of the NYSE.



Guidelines for Selecting Director Nominees



The guidelines for selecting nominees,
which are specified in the nominating and governance committee charter, generally provide that person to be nominated:



| | • | should
                                         have demonstrated notable or significant achievements in business, education or public
                                         service;                                                                                                                                                               
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                        
| | • | should
                                         possess the requisite intelligence, education and experience to make a significant contribution
                                         to the board of directors and bring a range of skills, diverse perspectives and backgrounds
                                         to its deliberations; and
| |   |                                                                                                                                                                                                                                                                                                                                                        
| | • | should
                                         have the highest ethical standards, a strong sense of professionalism and intense dedication
                                         to serving the interests of the stockholders.                                                                                                                    



The Nominating and Governance 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 of directors. The Nominating and Governance 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 and Governance Committee does not distinguish among nominees recommended by stockholders and other persons.



Compensation Committee



Effective upon the date of this prospectus,
we will establish a compensation committee of the board of directors, which will consist of Lisa Harrington and Ken Hertz, each
of whom is an independent director under NYSE’s listing standards. The compensation committee’s duties, which are specified
in our Compensation Committee Charter, include, but are not limited to:



| | • | reviewing
                                         and approving on an annual basis the corporate goals and objectives relevant to our Chief
                                         Executive Officer’s compensation, evaluating our Chief Executive Officer’s
                                         performance in light of such goals and objectives and determining and approving the remuneration
                                         (if any) of our Chief Executive Officer based on such evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | • | reviewing
                                         and approving the compensation of all of our other executive officers;                                                                                                                                                                                                                                                                                                                                                                                            

76





| | • | reviewing
                                         our executive compensation policies and plans;                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                             
| | • | implementing
                                         and administering our incentive compensation equity-based remuneration plans;                                                                                                         
| |   |                                                                                                                                                                                                                                             
| | • | assisting
                                         management in complying with our proxy statement and annual report disclosure requirements;                                                                                              
| |   |                                                                                                                                                                                                                                             
| | • | approving
                                         all special perquisites, special cash payments and other special compensation and benefit
                                         arrangements for our executive officers and employees;
| |   |                                                                                                                                                                                                                                             
| | • | if
                                         required, producing a report on executive compensation to be included in our annual proxy
                                         statement; and                                               
| |   |                                                                                                                                                                                                                                             
| | • | reviewing,
                                         evaluating and recommending changes, if appropriate, to the remuneration for directors.                                                                                                 



Code of Ethics



Effective upon consummation of this offering,
we will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies
the business and ethical principles that govern all aspects of our business.



Conflicts of Interest



In general, officers and directors of
a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation
if:



| | • | the
                                         corporation could financially undertake the opportunity;                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                 
| | • | the opportunity is within the corporation’s
                                         line of business; and                                                                      
| |   |                                                                                                                                                                                 
| | • | it would not be fair to the corporation
                                         and its stockholders for the opportunity not to be brought to the attention of the corporation.



Our amended and restated certificate of
incorporation provides that:



| | • | except
                                         as may be prescribed by any written agreement with us, we renounce our interest in any
                                         corporate opportunity offered to any director or officer unless such opportunity is expressly
                                         offered to such person solely in his or her capacity as a director or officer of our
                                         company and such opportunity is one we are legally and contractually permitted to undertake
                                         and would otherwise be reasonable for us to pursue; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | • | our officers and directors will not
                                         be liable to our company or our stockholders for monetary damages for breach of any fiduciary
                                         duty by reason of any of our activities to the fullest extent permitted by Delaware law.                                                                                                                                                                                                                                                                                                                                     



Our officers and directors are, and
may in the future become, affiliated with other companies. In order to minimize potential conflicts of interest which may arise
from such other corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement
with us, until the earliest of our execution of a definitive agreement for a business combination, our liquidation or such time
as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other
entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any fiduciary or contractual
obligations he might have. The foregoing agreement does not restrict our officers from becoming
affiliated with other companies in the future which could take priority over our company; however, we believe that such agreement
still benefits us because our officers and directors are obligated to present suitable business opportunities to us to the extent
that none of their other fiduciary or contractual obligations require them to present it to another entity.

77





The following table summarizes the pre-existing
fiduciary or contractual obligations of our officers and directors:



|Name of Individual(s)  |  | Name of Affiliated
    Company                                                                                                                                                         |  | Position at Affiliated
    Company                                                                                                                     
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Jose Antonio Bengochea |  | Bengochea Capital, LLC
        
        Bengochea Capital LLC
        
        Bengochea SPAC Sponsors I LLC                                                                           |  | CEO/Founder
        
        CEO/Founder
        
        CEO                                                                                          
|Jane Waxman            |  | None                                                                                                                                                                                   |  | None                                                                                                                                                   
|William J. Caragol, Jr |  | Quidem LLC
        
        Mainz Biomed N.V.
        
        Hawaiian Springs Water
        
        Greenbox POS
        
        Worksport Ltd.
        
        Thermomedics Inc. |  | Managing Director
        
        CFO
        
        Director
        
        Director
        
        Director
        
        Chairman         
|Brian Virgil Turner    |  | Microvision, Inc.
        
        McKinstry Inc.
        
        Institute of Systems Biology
        
        Ecellix Inc
        
        Netwrix, Inc                             |  | Director, Audit Chair
        
        Director, Audit Chair
        
        Director, Audit Chair
        
        Director
        
        Director
|Scott Lawrence Morris  |  | Avista
        
        Gonzaga University, Board of Trustees                                                                                                                          |  | Chairman of the Board
        
        Director                                                                                                        
|Lisa Harrington        |  | Viant
        
        USC Gould School of Law                                                                                                                                         |  | Chief Legal Officer, Corporate Secretary
        
        Alumni Director                                                                              
|Ken Hertz              |  | Hertz, Lichtenstein & Young, L.L.P.
        
        Membrain, LLC
        
        JUST GOODS                                                                                         |  | Partner
        
        Founder
        
        Director                                                                                             
|James Findlay          |  | OMNIA Global                                                                                                                                                                           |  | Vice President                                                                                                                                         



While the foregoing may limit the pool
of potential business combination candidates, we do not believe that this limitation will be material.



Investors should also be aware of the
following additional potential conflicts of interest:



| | • | None
                                         of our officers and directors is required to commit their full time to our affairs and,
                                         accordingly, they may have conflicts of interest in allocating their time among various
                                         business activities.                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | Unless
                                         we consummate our initial business combination, our officers, directors and initial stockholders
                                         will not receive reimbursement or repayment for any out-of-pocket expenses incurred by
                                         them, or loans made to us, to the extent that such expenses exceed the amount of available
                                         proceeds not deposited in the trust account.                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | The
                                         founders’ shares beneficially owned by our initial stockholders, and the private
                                         warrants purchased by our initial stockholders, and any warrants which our officers or
                                         directors may purchase in the aftermarket will expire worthless if a business combination
                                         is not consummated. This is because our officers and directors and affiliates will not
                                         receive liquidation distributions from the trust account with respect to any of the founders’
                                         shares or warrants.



For the foregoing reasons, our board may
have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination
with.



To further minimize conflicts of interest,
we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our officers, directors
or initial stockholders unless we have obtained an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a
financial point of view. We will also need to obtain the approval of a majority of our disinterested independent directors. Furthermore,
in no event will any of our initial stockholders, members of our management team or their respective affiliates be paid any compensation
prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless
of the type of transaction that it is) other than the aggregate $52,500 per month fees payable to our sponsor and Chief Executive
Officer and consultants for office space and support services, as well as repayment of the $1,500,000loan from our sponsor
and reimbursement of any out-of-pocket expenses.

78





PRINCIPAL STOCKHOLDERS



The following table sets forth information
regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and as adjusted to reflect the
sale of our shares of common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase
units in this offering), by:



| | • | each
                                         person known by us to be the beneficial owner of more than 5% of our outstanding shares
                                         of common stock;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                
| | • | each
                                         of our officers and directors; and                                                                                                               
| |   |                                                                                                                                                                                                
| | • | all
                                         of our officers and directors as a group.                                                                                                         



Unless otherwise indicated, we believe
that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect record of beneficial ownership of the warrants included in the units offered
by this prospectus or the private warrants as these warrants are not exercisable within 60 days of the date of this prospectus.



|                                                                    |  | Prior to Offering                      |  | After Offering(2)                                       
|------------------------------------------------------------------- |  | -------------------------------------- |  | --------------------------------------------------------
|Name and Address of Beneficial Owner(1)                             |  | Amount andNature ofBeneficialOwnership |  | ApproximatePercentage
ofOutstandingShares ofCommon
Stock
|Jose Antonio Bengochea                                              |  |                                        |  |                                                         
|Brian Turner                                                        |  |                                        |  |                                                         
|Jane Waxman                                                         |  |                                        |  |                                                         
|William Caragol                                                     |  |                                        |  |                                                         
|Lisa Harrington                                                     |  |                                        |  |                                                         
|Ken Hertz                                                           |  |                                        |  |                                                         
|Scott
    Morris                                                    |  |                                        |  |                                                         
|James Findlay                                                       |  |                                        |  |                                                         
|Bengochea SPAC Sponsors I LLC                                       |  |                                        |  |                                                         
|All directors and executive officers
    as a group (8 individuals) |  |                                        |  |                                                         
|                                                                    |  |                                        |  |                                                         




|(1) | Unless
                                         otherwise indicated, the business address of each of the individuals is c/o Iron Horse
                                         Acquisitions Corp., P.O. 2506, Toluca Lake, California 91610.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Assumes
                                         no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate
                                         of 375,000 shares of common stock.                         



Immediately after this offering, our initial
stockholders will beneficially own approximately 19.8% of the then issued and outstanding shares of common stock (assuming they
do not purchase any units offered by this prospectus). None of our officers, directors and initial stockholders has indicated to
us that it or they intend to purchase our securities in the offering. Because of the ownership block held by our officers, directors
and initial stockholders, such individuals may be able to effectively exercise influence over all matters requiring approval by
our stockholders, including the election of directors and approval of significant corporate transactions other than approval of
our initial business combination.



If the underwriters do not exercise all
or a portion of the over-allotment option, an aggregate of 375,000 founders’ shares will be forfeited. Only a number of shares
necessary to maintain the 20% ownership interest in our shares of common stock after giving effect to the offering and the exercise,
if any, of the underwriters’ over-allotment option (not including the Representatives’ founders’ shares and assuming
they do not purchase any units in this offering) will be necessary.

79





All of the founders’ shares outstanding
prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent,
until the earlier of 180 days after the date of the consummation of our initial business combination, or earlier if, subsequent
to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results
in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Up
to 375,000 of the founders’ shares may also be released from escrow earlier than this date for cancellation if the over-allotment
option is not exercised in full as described above.



During the escrow period, the holders
of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our
initial stockholders or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii)
to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate
family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning
purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order,
(vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection
with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased,
in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement
and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation,
the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared
and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination
and liquidate, there will be no liquidation distribution with respect to the founders’ shares.



Our initial stockholders and BTIG and
EarlyBirdCapital have committed that they and/or their designees will purchase from us an aggregate of 5,000,000 private warrants
(for a total purchase price of $5,000,000) from us. These purchases will take place on a private placement basis simultaneously
with the consummation of this offering. They have also agreed that if the over-allotment option is exercised by the underwriters
in full or in part, they and/or their designees will purchase from us additional private warrants on a pro rata basis (up to a
maximum of 5,450,000 private warrants at a price of $1.00 per private warrant) in an amount that is necessary to maintain in the
trust account $10.10 per unit sold to the public in this offering, without taking into account any interest earned on such funds
or any increase as a result of our extending the time to consummate a business combination as described herein. These additional
private warrants will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from
the exercise of the over-allotment option. The private warrants are identical to the public warrants sold in this offering. The
initial purchasers have agreed not to transfer, assign or sell any of the private warrants and underlying securities (except in
connection with the same limited exceptions that the founders’ shares may be transferred as described above) until after
the completion of our initial business combination. In the event of a liquidation prior to our initial business combination, the
private warrants will likely be worthless.



In order to meet our working capital needs
following the consummation of this offering, our initial stockholders, officers, directors and their 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 either be paid upon consummation of our initial business combination,
without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price $1.00
per warrant. The warrants would be identical to the private warrants. In the event that the initial business combination does not
close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds
from our trust account would be used for such repayment.



Our executive officers are our “promoters,”
as that term is defined under the federal securities laws.

80





CERTAIN TRANSACTIONS



In November 2021, we issued 5,750,000
shares of common stock to Bengochea SPAC Sponsors I LLC, for $25,000 in cash, at a purchase price of approximately $0.004 per share,
in connection with our organization. In September 2022, the initial stockholders surrendered 2,875,000 shares of common stock,
resulting in there being an aggregate of 2,875,000 founders’ shares outstanding. Bengochea SPAC Sponsors I LLC subsequently
transferred certain of such shares to our officers, directors and other individuals at the same price originally paid for such
shares. If the underwriters do not exercise all or a portion of their over-allotment option, our initial stockholders will forfeit
up to an aggregate of 375,000 shares of common stock in proportion to the portion of the over-allotment option that was not exercised.



If the underwriters determine the size
of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share dividend
or a contribution back to capital, as applicable, would be effectuated in order to maintain our initial stockholders’ ownership
at a percentage of the number of shares to be sold in this offering.



Our initial stockholders and BTIG and
EarlyBirdCapital have committed that they and/or their designees will purchase, pursuant to written subscription agreements with
us, the 5,000,000 private warrants (for a total purchase price of $5,000,000) from us. This purchase will take place on a private
placement basis simultaneously with the consummation of this offering. They have also agreed that if the over-allotment option
is exercised by the underwriters in full or in part, they and/or their designees will purchase from us additional private warrants
on a pro rata basis (up to a maximum of 5,450,000 private warrants at a price of $1.00 per private warrant) in an amount that is
necessary to maintain in the trust account $10.10 per unit sold to the public in this offering, without taking into account any
interest earned on such funds or any increase as a result of our extending the time to consummate a business combination as described
herein. These additional private warrants will be purchased in a private placement that will occur simultaneously with the purchase
of units resulting from the exercise of the over-allotment option. The purchase price for the private warrants will be deposited
into the trust account simultaneously with the consummation of the offering. The private warrants are identical to the warrants
sold in this offering. The purchasers have agreed not to transfer, assign or sell any of the private warrants and underlying securities
(except to certain permitted transferees) until after the completion of our initial business combination. In the event of a liquidation
prior to our initial business combination, the private warrants will likely be worthless.



In order to meet our working capital needs
following the consummation of this offering, our initial stockholders, officers and directors or their 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 either be paid upon consummation of our initial business combination,
without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price of
$1.00 per warrant. The warrants would be identical to the private warrants. In the event that the initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no
proceeds from our trust account would be used for such repayment.



The holders of our founders’ shares
issued and outstanding on the date of this prospectus, as well as the holders of the Representatives’ founders’ shares,
private warrants and any warrants our initial stockholders, officers, directors or their affiliates may be issued in payment of
working capital loans made to us (and all underlying securities), will be entitled to registration rights pursuant to an agreement
to be signed prior to or on the effective date of this offering. 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 founders’ 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 Representatives’ founders’ shares, private warrants
and warrants issued in payment of working capital loans made to us (or underlying securities) 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. Notwithstanding
anything to the contrary, BTIG and EarlyBirdCapital may only make a demand on one occasion and only during the five-year period
beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, BTIG and EarlyBirdCapital
may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of
the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing
of any such registration statements.

81





Prior to the closing of this offering,
our sponsor has agreed to loan us up to $1,500,000 to be used for a portion of the expenses of the offering. As of June 30, 2022
we had borrowed $314,224 (of up to $1,500,000 available to us) under the promissory note with our sponsor, which was used to pay
a portion of the expenses of this offering referenced in the line items above for SEC registration fee, FINRA filing fee, the non-refundable
portion of the NYSE listing fee, a portion of the legal and audit fees and other offering expenses. The loan is due on the earlier
of December 31, 2022, the consummation of this offering or the abandonment of this offering. The loan will be payable without interest.
The loan will be repaid upon closing of this offering out of proceeds not held in the trust account.



We will pay our sponsor, Bengochea SPAC
Sponsors I LLC, a total of $52,500 per month, for 12 months, representing (i) $17,500 per month payable to our sponsor in exchange
for certain general and administrative services to be provided by our sponsor, including office space and administrative and support
services, and (ii) $35,000 per month payable to our Chief Executive Officer and consultants to assist us with our search for a
target business. Upon the earlier of the completion of our initial business combination or 12 months from the closing of this offering,
we will cease paying these monthly fees.



We will enter into agreements with our
officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and
restated certificate of incorporation.



Other than the foregoing payments, no
compensation or fees of any kind will be paid to our initial stockholders, members of our management team or their respective affiliates,
for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type
of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them
in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence
on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations
of prospective target businesses to examine their operations. There is no limit on the amount of consulting, success or finder
fees payable by us upon consummation of an initial business combination. Additionally, 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, such expenses would not be reimbursed by us unless we consummate an initial business combination.



After our initial business combination,
members of our management team who remain with us may be paid consulting, management or other fees from the combined company with
any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished
to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider
an initial business combination, as it will be up to the directors of the post-combination business to determine executive and
director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current
Report on Form 8-K or a periodic report, as required by the SEC.



All ongoing and future transactions between
us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable
to us than are available from unaffiliated third parties. Such transactions will require prior approval by 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 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.

82





Related Party Policy



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 $120,000 in any calendar year, (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 shares of 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, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.
The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including
whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party
under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may
participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit
committee with all material information concerning the transaction. We also 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.



To further minimize conflicts of interest, we
have agreed not to consummate an initial business combination with an entity that is affiliated with any of our initial stockholders,
officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial
point of view. We will also need to obtain approval of a majority of our disinterested independent directors. However, the following
payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds
of this offering held in the trust account prior to the completion of our initial business combination:



| | • | Repayment of up to an
                                         aggregate of $1,500,000 in loans made to us by our sponsor to cover offering-related and
                                         organizational expenses;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | • | Payment of a total of $52,500 per month, for 12 months, representing
                                         (i) $17,500 per month payable to our sponsor in exchange for certain general and administrative
                                         services to be provided by our sponsor, including office space and administrative and
                                         support services, and (ii) $35,000 per month payable to our Chief Executive Officer and
                                         consultants to assist us with our search for a target business, which payments will terminate
                                         on the earlier of the consummation of a business combination or 12 months from the closing
                                         of this offering;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | • | Reimbursement for any out-of-pocket expenses related to
                                         identifying, investigating and completing an initial business combination; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | • | Repayment of loans which may be made by our sponsor or an affiliate
                                         of our sponsor or certain of our officers and directors to finance transaction costs
                                         in connection with an intended initial business combination, the terms of which have
                                         not been determined nor have any written agreements been executed with respect thereto.
                                         Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00
                                         per warrant at the option of the lender.                                                                                                                                   



Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

83





DESCRIPTION OF SECURITIES



General



As of the date of this prospectus, we
will be authorized to issue 50,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par
value $0.0001. As of the date of this prospectus, 3,125,000 shares of common stock are outstanding. No shares of preferred stock
are currently outstanding. The following description summarizes the material terms of our securities. Because it is only a summary,
it may not contain all the information that is important to you. For a complete description you should refer to our amended and
restated certificate of incorporation, bylaws and the form of warrant agreement, which are filed as exhibits to the registration
statement of which this prospectus is a part, and to the applicable provisions of Delaware law.



Units



Each unit consists of one share of common
stock and one warrant. Each warrant entitles the holder to purchase one share of common stock.



We will file a Current Report on Form
8-K which includes an audited balance sheet promptly upon the consummation of this offering. The audited balance sheet will reflect
proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised on the date of this
prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form
8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in this
Form 8-K, an amendment thereto, or in a subsequent Form 8-K information indicating if BTIG, LLC and EarlyBirdCapital, Inc. have
allowed separate trading of the shares of common stock and warrants prior to the 52nd day after the date of this prospectus.



Common Stock



Our stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our
initial business combination, our initial stockholders, as well as all of our officers and directors, have agreed to vote their
respective shares of common stock owned by them immediately prior to this offering and any shares purchased in this offering or
following this offering in the open market in favor of the proposed business combination.



We will consummate our initial business
combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such
business combination and, solely if a vote is held to approve a business combination, a majority of the outstanding shares of common
stock voted are voted in favor of the business combination.



Our board of directors is divided into
three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each
year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50%
of the shares eligible to vote for the election of directors can elect all of the directors.



Pursuant to our amended and restated certificate
of incorporation, if we do not consummate an initial business combination by 12 months (or up to 18 months, if we extend the
time to complete a business combination as described in this prospectus) from the closing of this offering, we will cease our corporate
existence except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to an initial
business combination, our public stockholders are entitled to share ratably in the trust account, based on the amount then held
in the trust account.



Our initial stockholders, officers and
directors have agreed to waive their rights to participate in any liquidation distribution from the trust account occurring upon
our failure to consummate an initial business combination with respect to the founder’s common stock. Our initial stockholders,
officers and directors will therefore not participate in any liquidation distribution from the trust account with respect to such
shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares of common
stock acquired in, or following, this offering.



Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except
that public stockholders have the right to sell their shares to us in a tender offer or have their shares of common stock converted
to cash equal to their pro rata share of the trust account in connection with the consummation of our business combination. Public
stockholders who sell or convert their stock into their share of the trust account still have the right to exercise the warrants
that they received as part of the units.

84





Preferred Stock



There are no shares of preferred stock
outstanding. Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock
with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred
stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting
power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business combination,
from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with
the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In
addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us.
Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the
future.



Warrants



No warrants are currently outstanding.
Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing 30 days after the completion of an initial business combination. However, no warrants
will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock
issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing,
if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective
within a specified period following the consummation of our initial business combination, warrant holders may, until such time
as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided
that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise
their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering
the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this
purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading
day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination,
at 5:00 p.m., New York City time, or earlier upon redemption or liquidation of the trust account.



The private warrants, as well as any warrants
underlying additional units we issue to our initial stockholders, officers, directors or their affiliates in payment of working
capital loans made to us, will be identical to the warrants underlying the units being offered by this prospectus.



We may call the warrants for redemption,
in whole and not in part, at a price of $0.01 per warrant,



| | • | at
                                         any time after the warrants become exercisable,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | upon
                                         not less than 30 days’ prior written notice of redemption to each warrant holder,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | if,
                                         and only if, the reported last sale price of the shares of common stock equals or exceeds
                                         $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and
                                         recapitalizations), for any 20 trading days within a 30 trading day period commencing
                                         at any time after the shares underlying the warrants have been registered for issuance
                                         and ending on the third business day prior to the notice of redemption to warrant holders;
                                         and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | • | if,
                                         and only if, there is a current registration statement in effect with respect to the
                                         shares of common stock underlying such warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



The right to exercise will be forfeited
unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a
record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon
surrender of such warrant.



The redemption criteria for our warrants
have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price
and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share
price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price
of the warrants.



If we call the warrants for redemption
as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last
sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of warrants.

85





The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval, by written consent or vote, of the holders of at least a majority of the then outstanding
warrants in order to make any change that adversely affects the interests of the registered holders.



The exercise price and number of shares
of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock
dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described
below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.



In addition, if (x) we issue additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective
issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders
or their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock
or equity-linked securities.



The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price,
by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have
the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive
shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled
to one vote for each share held of record on all matters to be voted on by stockholders.



Warrant holders may elect to be subject
to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants
to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 10.1% of the shares of
common stock outstanding.



No fractional shares will be issued upon
exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share,
we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.



Dividends



We have not paid any cash dividends on
our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The
payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination
will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in
the foreseeable future.



Our Transfer Agent and Warrant Agent



The transfer agent for our securities
and warrant agent for our warrants is Continental Stock Transfer & Trust Company1 State Street, 30th Floor, New York, New York
10004.

86





Listing of our Securities



We have applied to have our units, common
stock and warrants listed on NYSE under the symbols “IRON.U,” “IRON,” and “IRONWS,” respectively.
If approved for listing, we anticipate that our units will be listed on the NYSE on or promptly after the effective date of the
registration statement. Following the date the common stock and warrants are eligible to trade separately, we anticipate that the
common stock and warrants will be listed separately and as a unit on the NYSE.



Certain Anti-Takeover Provisions of
Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws



Staggered board of directors



Our amended and restated certificate of
incorporation provides that our board of directors will be classified into three classes of directors of approximately equal size.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at
two or more annual meetings.



Special meeting of stockholders



Our bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our board of directors, by our president or by our chairman or by
our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled
to vote.



Advance notice requirements for
stockholder proposals and director nominations



Our bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will
need to be delivered to our principal executive offices not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the
event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given,
a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 10th
day following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us.
Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may
preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.



Authorized but unissued shares



Our authorized but unissued common stock
and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.



Exclusive Forum Selection



Our amended and restated certificate of
incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against
directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery
in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the
exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have
subject matter jurisdiction or (D) any action arising under the Securities Act. If an action is brought outside of Delaware, the
stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although
we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits
to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision
may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to
have waived our compliance with federal securities laws and the rules and regulations thereunder and therefore bring a claim in
another appropriate forum. Additionally, we cannot be certain that a court will decide that this provision is either applicable
or enforceable, and if a court were to find the choice of forum provision contained in our amended and restated certificate of
incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action
in other jurisdictions, which could harm our business, operating results and financial condition.

87





Our amended and restated certificate of
incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable
law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply
to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction.



Limitation on Liability and Indemnification of Directors
and Officers



Our amended and restated certificate of
incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law
as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless
they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit
from their actions as directors.



We will enter into agreements with our
officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and
restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or
employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification.
We will purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against
the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify
the directors and officers.



These provisions may discourage stockholders
from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of
reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent
we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
directors and officers.



Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

88





SHARES ELIGIBLE FOR FUTURE SALE



Immediately after this offering, we will
have 12,750,000 shares of common stock outstanding, 14,625,000 shares if the over-allotment option is exercised in full. Of these
shares, the 10,000,000 shares sold in this offering, or 11,500,000 shares if the over-allotment option is exercised in full, will
be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one
of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering. All of those shares have been
placed in escrow and will not be transferable until they are released except in limited circumstances described elsewhere in this
prospectus.



Rule 144



A person who has beneficially owned restricted
shares of common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person
is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii)
we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have
beneficially owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any
time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled
to sell within any three-month period a number of shares that does not exceed the greater of either of the following:



| | • | 1%
                                         of the number of shares of common stock then outstanding, which will equal 127,500 shares
                                         immediately after this offering (or 146,250 if the over-allotment option is exercised
                                         in full); and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                            
| | • | the
                                         average weekly trading volume of the shares of common stock during the four calendar
                                         weeks preceding the filing of a notice on Form 144 with respect to the sale.                                                                    



Sales under Rule 144 are also limited
by manner of sale provisions and notice requirements and to the availability of current public information about us.



Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies



Historically, the SEC staff had taken
the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously
were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting
the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies)
or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition,
however, if the following conditions are met:



| | • | the
                                         issuer of the securities that was formerly a shell company has ceased to be a shell company;                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | the
                                         issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)
                                         of the Exchange Act;                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | the
                                         issuer of the securities has filed all Exchange Act reports and material required to
                                         be filed, as applicable, during the preceding 12 months (or such shorter period that
                                         the issuer was required to file such reports and materials), other than Form 8-K reports;
                                         and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | at
                                         least one year has elapsed from the time that the issuer filed current Form 10 type information
                                         with the SEC reflecting its status as an entity that is not a shell company.                                                                                                                                                                              

89





As a result, it is likely that pursuant
to Rule 144, our initial stockholders will be able to sell their founders’ shares freely without registration one year after
we have completed our initial business combination assuming none of them are affiliates of ours at that time.



Registration Rights



The holders of the founders’ shares
and Representatives’ founders’ shares issued and outstanding on the date of this prospectus, as well as the holders
of the private warrants and any warrants our initial stockholders, officers, directors or their affiliates may be issued in payment
of working capital loans made to us (and all underlying securities), will be entitled to registration rights pursuant to an agreement
to be signed prior to or on the effective date of this offering. 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 founders’ 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 Representatives’ founders’ shares, private warrants
and warrants issued to our initial stockholders, officers, directors or their affiliates in payment of working capital loans made
to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination.
Notwithstanding anything to the contrary, BTIG and EarlyBirdCapital may only make a demand on one occasion and only during the
five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our consummation of a business combination; provided, however, that BTIG and EarlyBirdCapital may participate in a “piggy-back”
registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus
forms a part. We will bear the expenses incurred in connection with the filing of any such registration statements.

90





MATERIAL U.S. FEDERAL TAX CONSIDERATIONS



The following is a discussion of certain
material U.S. federal income and estate tax considerations with respect to your ownership and disposition of our units, shares
of common stock and warrants, which we refer to collectively as our securities, assuming you purchase the securities in this offering
and will hold them as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”).



This discussion does not address all of
the U.S. federal income and estate tax considerations that may be relevant to you in light of your particular circumstances, and
it does not describe all of the tax consequences that may be relevant to persons subject to special rules, such as:



| | • | certain
                                         financial institutions;                                                                                                                              
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                       
| | • | insurance
                                         companies;                                                                                                                                         
| |   |                                                                                                                                                                                                       
| | • | dealers
                                         and traders in securities or foreign currencies;                                                                                                     
| |   |                                                                                                                                                                                                       
| | • | persons
                                         holding our securities as part of a hedge, straddle, conversion transaction or other
                                         integrated transaction;
| |   |                                                                                                                                                                                                       
| | • | former
                                         citizens or residents of the United States;                                                                                                           
| |   |                                                                                                                                                                                                       
| | • | U.S.
                                         persons whose functional currency for U.S. federal income tax purposes is not the U.S.
                                         dollar;                 
| |   |                                                                                                                                                                                                       
| | • | partnerships
                                         or other entities classified as partnerships for U.S. federal income tax purposes;                                                              
| |   |                                                                                                                                                                                                       
| | • | persons
                                         liable for the alternative minimum tax; and                                                                                                          
| |   |                                                                                                                                                                                                       
| | • | tax-exempt
                                         organizations.                                                                                                                                    



The following does not discuss any aspect
of state, local or non-U.S. taxation. This discussion is based on current provisions of the Code, Treasury regulations, judicial
opinions, published positions of the U.S. Internal Revenue Service (“IRS”) and all other applicable authorities, all
of which are subject to change, possibly with retroactive effect.



If an entity that is treated as a partnership
for U.S. federal income tax purposes holds our securities, the tax treatment of a partner will generally depend on the status of
the partner and the activities of the entity. If you are a partner in such an entity, you should consult your tax advisor.



WE URGE PROSPECTIVE INVESTORS TO CONSULT
THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS WITH RESPECT
TO ACQUIRING, HOLDING AND DISPOSING OF OUR SECURITIES.

91





Allocation of Purchase Price and Characterization of a Unit



No statutory, administrative or judicial
authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes and,
therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes
as the acquisition of one share of our common stock and one warrant to acquire one share of our common stock. For U.S. federal
income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one share
of common stock and the warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income
tax law, each investor must make their own determination of such value based on all the relevant facts and circumstances. Therefore,
we strongly urge each investor to consult their own tax adviser regarding the determination of value for these purposes. The price
allocated to each share of common stock and warrant should be the stockholder’s tax basis in such share or warrant, as the
case may be. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the share of
common stock and warrant comprising the unit, and the amount realized on the disposition should be allocated between the share
of common stock and the warrant based on their respective relative fair market values (as determined by each such unit holder on
all the relevant facts and circumstances) at the time of disposition. The separation of shares of common stock and halves of warrants
comprising units should not be a taxable event for U.S. federal income tax purposes.



The foregoing treatment of the shares
of common stock and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there
are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the
courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is
urged to consult their own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations
of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for U.S.
federal income tax purposes.



Personal Holding Company Status



We could be subject to United States federal
income tax at rates in excess of those generally applicable to U.S. corporations on a portion of our income if we are determined
to be a personal holding company, or PHC, for United States federal income tax purposes. A U.S. corporation will generally be classified
as a PHC for United States federal income tax purposes in a given taxable year if (i) at any time during the last half of such
taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this
purpose certain entities such as certain tax-exempt organizations, pension funds, and charitable trusts) own or are deemed to own
(pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60%
of the corporation’s adjusted ordinary gross income, as determined for United States federal income tax purposes, for such
taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and,
under certain circumstances, rents).



Depending on the date and size of our
initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income
as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including certain tax-exempt
organizations, pension funds, and charitable trusts, it is possible that more than 50% of our stock will be owned or deemed owned
(pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be
given that we will not become a PHC following this offering or in the future. If we are or were to become a PHC in a given taxable
year, we would be subject to an additional PHC tax, currently 20%, on our undistributed taxable income, subject to certain adjustments.



U.S. Holders



This section is addressed to U.S. holders
of our securities. For purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner of a security
that is:



| | • | an
                                         individual citizen or resident of the United States for U.S. federal income tax purposes;                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                 
| | • | a
                                         corporation, or other entity taxable as a corporation, created or organized in, or under
                                         the laws of, the United States or any state thereof or the District of Columbia; or
| |   |                                                                                                                                                                                                                                                                 
| | • | an
                                         estate or trust the income of which is subject to U.S. federal income taxation regardless
                                         of its source.                                                                   

92





Dividends and Distributions



As discussed under “Dividend Policy”
above, we do not anticipate that any dividends will be paid in the foreseeable future. If we do make distributions on our common
stock, such distributions generally will be treated as dividends for U.S. federal income tax purposes to the extent of our current
or accumulated earnings and profits. Distributions in excess of our current or accumulated earnings and profits generally will
first reduce your basis in the common stock (but not below zero) and then will be treated as gain realized on the sale or other
disposition of the common stock (as described in the first paragraph under “— Sale or Other Disposition or Conversion
of Common Stock” below).



The conversion feature of the common stock
described under “Proposed Business — Effecting a Business Combination — Conversion Rights” may be viewed
as a position with respect to substantially similar or related property which diminishes your risk of loss and thereby affects
your ability to satisfy the holding period requirements for the dividends received deduction or the preferential tax rate on qualified
dividend income with respect to the time period prior to the approval of an initial business combination.



Sale or Other Disposition or Conversion of Common
Stock



Gain or loss you realize on the sale or
other disposition of our common stock (other than conversion into cash but including a liquidation in the event we do not consummate
a business combination within the required time) will be capital gain or loss. The amount of your gain or loss will be equal to
the difference between your tax basis in the common stock disposed of and the amount realized on the disposition. The deductibility
of capital losses is subject to limitations. Any capital gain or loss you realize on a sale or other disposition of our common
stock will generally be long-term capital gain or loss if your holding period for the common stock is more than one year. However,
the conversion feature of the common stock described under “Proposed Business — Effecting a Business Combination —
Conversion Rights” could affect your ability to satisfy the holding period requirements for the long-term capital gain tax
rate with respect to the time period prior to the approval of an initial business combination.



If you convert your common stock into
a right to receive cash as described in “Proposed Business — Effecting a Business Combination — Conversion Rights,”
the conversion generally will be treated as a sale of common stock described in the preceding paragraph (rather than as a dividend
or distribution). The conversion will, however, be treated as a dividend or distribution and taxed as described in “—
Dividends and Distributions” above if your percentage ownership in us (including shares that you are deemed to own under
certain attribution rules, such as the shares into which the warrants are exercisable) after the conversion is not meaningfully
reduced from what your percentage ownership was prior to the conversion. If you have a relatively minimal stock interest and, taking
into account the effect of conversion by other stockholders, your percentage ownership in us is reduced as a result of the conversion,
you may be regarded as having suffered a meaningful reduction in interest. For example, the IRS has indicated in a published ruling
that even a small reduction of a minority stockholder’s proportionate interest in a publicly-held corporation may constitute
such a “meaningful reduction” in a transaction in which a holder held less than 1% of the shares of a corporation and
did not have management control over the corporation.



You should consult your own tax advisor
as to whether conversion of your common stock will be treated as a sale or as a dividend under the Code and, if you actually or
constructively own 5% (or, if our stock is not then publicly traded, 1%) or more of our common stock before conversion, whether
you are subject to special reporting requirements with respect to such conversion.



Sale or Other Disposition, Exercise or Expiration
of Warrants



Upon the sale or other disposition of
a warrant (other than by exercise), you will generally recognize capital gain or loss equal to the difference between the amount
realized on the sale or other disposition and your tax basis in the warrant. This capital gain or loss will be long-term capital
gain or loss if, at the time of the sale or other disposition, the warrant has been held by you for more than one year. The deductibility
of capital losses is subject to limitations.



In general, you will not be required to
recognize income, gain or loss upon exercise of a warrant for its exercise price. Your basis in a share of common stock received
upon exercise will be equal to the sum of (1) your basis in the warrant and (2) the exercise price of the warrant. Your holding
period in the shares received upon exercise will commence on the day after you exercise the warrants. Although there is no direct
legal authority as to the U.S. federal income tax treatment of an exercise of a warrant on a cashless basis, we intend to take
the position that such exercise will not be taxable, either because the exercise is not a gain realization event or because it
qualifies as a tax-free recapitalization. In the former case, the holding period of the common stock should commence on the day
after the warrant is exercised. In the latter case, the holding period of the common stock would include the holding period of
the exercised warrants. However, our position is not binding on the IRS and the IRS may treat a cashless exercise of a warrant
as a taxable exchange. You are urged to consult your own tax advisor as to the consequences of an exercise of a warrant on a cashless
basis.

93





If a warrant expires without being exercised,
you will recognize a capital loss in an amount equal to your basis in the warrant. Such loss will be long-term capital loss if,
at the time of the expiration, the warrant has been held by you for more than one year. The deductibility of capital losses is
subject to limitations.



Constructive Dividends on Warrants



As discussed under “Dividend Policy”
above, we do not anticipate that any dividends will be paid in the foreseeable future. If at any time during the period you hold
warrants, however, we were to pay a taxable dividend to our stockholders and, in accordance with the anti-dilution provisions of
the warrants, the conversion rate of the warrants were increased, that increase would be deemed to be the payment of a taxable
dividend to you to the extent of our earnings and profits, notwithstanding the fact that you will not receive a cash payment. If
the conversion rate is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments),
such adjustments may also result in the deemed payment of a taxable dividend to you. You should consult your tax advisor regarding
the proper treatment of any adjustments to the warrants.



Unearned Income Medicare Tax



A 3.8% Medicare contribution tax will
generally apply to all or some portion of the net investment income of a U.S. holder that is an individual with adjusted gross
income that exceeds a threshold amount ($250,000 if married filing jointly or if considered a “surviving spouse” for
federal income tax purposes, $125,000 if married filing separately, and $200,000 in other cases). This 3.8% tax will also apply
to all or some portion of the undistributed net investment income of certain U.S. holders that are estates and trusts. For these
purposes, dividends and gains from the taxable dispositions of the common stock and warrants will generally be taken into account
in computing such a U.S. holder’s net investment income.



Information Reporting and Backup Withholding



Information returns may be filed with
the IRS with respect to dividends or other distributions we may pay to you and proceeds from the sale of your shares of common
stock or warrants. You will be subject to backup withholding on these payments if you fail to provide your taxpayer identification
number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding.
Backup withholding is not an additional tax. Any amounts withheld with respect to your shares of common stock or warrants under
the backup withholding rules will be refunded to you or credited against your United States federal income tax liability, if any,
by the IRS provided that certain required information is furnished to the IRS in a timely manner.



Non-U.S. Holders



This section is addressed to non-U.S.
holders of the securities. For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our units,
common stock or warrants (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S.
holder.



Dividends and Distributions



As discussed under “Dividend Policy”
above, we do not anticipate that any dividends will be paid in the foreseeable future. If, however, we were to pay taxable dividends
to you with respect to your shares of common stock (including any deemed distributions treated as a dividend on the warrants, as
described in “— Constructive Dividends on Warrants” below), those dividends would generally be subject to United
States withholding tax at a rate of 30% of the gross amount, unless you are eligible for a reduced rate of withholding tax under
an applicable income tax treaty and you provide proper certification of your eligibility for such reduced rate (usually on an IRS
Form W-8BEN or Form W-8BEN-E). A distribution generally will constitute a dividend for U.S. federal income tax purposes to the
extent of our current or accumulated earnings and profits as determined under the Code. Any distribution not constituting a dividend
generally will be treated first as reducing your basis in your shares of common stock and, to the extent it exceeds your basis,
as gain from the disposition of your shares of common stock treated as described under “Sale or Other Disposition of Common
Stock or Warrants” below. The full amount of any distributions to you may, however, be subject to United States withholding
tax unless the applicable withholding agent elects to withhold a lesser amount based on a reasonable estimate of the amount of
the distribution that would be treated as a dividend. In addition, if we determine that we are likely to be classified as a “United
States real property holding corporation”(see “Sale or Other Disposition of Common Stock or Warrants” below),
we will withhold at least 15% of any distribution that exceeds our current and accumulated earnings and profits as provided by
the Code.

94





Dividends we pay to you that are effectively
connected with your conduct of a trade or business within the United States (and, if certain income tax treaties apply, are attributable
to a United States permanent establishment maintained by you) generally will not be subject to United States withholding tax if
you comply with applicable certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends
generally will be subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate
rates applicable to United States persons. If you are a corporation, effectively connected income may also be subject to a “branch
profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).



Exercise of Warrants



You generally will not be subject to U.S.
federal income tax on the exercise of the warrants into shares of common stock. However, if a cashless exercise of warrants results
in a taxable exchange, as described in “— U.S. Holders — Sale or Other Disposition, Exercise or Expiration of
Warrants,” the rules described below under “Sale or Other Disposition of Common Stock or Warrants” would apply.



Sale or Other Disposition of Common Stock or Warrants



You generally will not be subject to United
States federal income tax on any gain realized upon the sale, exchange or other disposition of our common stock (which would include
a dissolution and liquidation in the event we do not consummate an initial business combination within the required timeframe)
or warrants (including an expiration or redemption of our warrants), unless:



| | • | the
                                         gain is effectively connected with your conduct of a trade or business within the United
                                         States (and, under certain income tax treaties, is attributable to a United States permanent
                                         establishment you maintain);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | • | you are an
                                         individual, you hold your shares of common stock or warrants as capital assets, you are
                                         present in the United States for 183 days or more in the taxable year of disposition
                                         and you meet other conditions, and you are not eligible for relief under an applicable
                                         income tax treaty; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | • | we
                                         are or have been a “United States real property holding corporation” for
                                         United States federal income tax purposes and, in the case where the shares of our common
                                         stock are regularly traded on an established securities market, you hold or have held,
                                         directly or indirectly, at any time within the shorter of the five-year period preceding
                                         disposition or your holding period for your shares of common stock or warrants, more
                                         than 5% of our common stock. Special rules may apply to the determination of the 5% threshold
                                         in the case of a holder of a warrant. You are urged to consult your own tax advisors
                                         regarding the effect of holding the warrants on the calculation of such 5% threshold.
                                         We will be classified as a United States real property holding corporation if the fair
                                         market value of our “United States real property interests” equals or exceeds
                                         50% of the sum of (1) the fair market value of our United States real property interests,
                                         (2) the fair market value of our non-United States real property interests and (3) the
                                         fair market value of any other of our assets which are used or held for use in our trade
                                         or business. Although we currently are not a United States real property holding corporation,
                                         we cannot determine whether we will be a United States real property holding corporation
                                         in the future until we consummate an initial business combination.



Gain that is effectively connected with
your conduct of a trade or business within the United States generally will be subject to United States federal income tax, net
of certain deductions, at the same rates applicable to United States persons. If you are a corporation, the branch profits tax
also may apply to such effectively connected gain. If the gain from the sale or disposition of your shares of common stock or warrants
is effectively connected with your conduct of a trade or business in the United States but under an applicable income tax treaty
is not attributable to a permanent establishment you maintain in the United States, your gain may be exempt from United States
tax under the treaty. If you are described in the second bullet point above, you generally will be subject to United States federal
income tax at a rate of 30% on the gain realized, although the gain may be offset by some United States source capital losses realized
during the same taxable year. If you are described in the third bullet point above, gain recognized by you on the sale, exchange
or other disposition of shares of common stock or warrants will be subject to U.S. federal income tax on a net income basis at
normal graduated U.S. federal income tax rates. In addition, a buyer of your shares of common stock or warrants may be required
to withhold United States income tax at a rate of 15% of the amount realized upon such disposition.

95





If you convert your common stock into
a right to receive cash as described in “Proposed Business — Effecting a Business Combination — Conversion Rights,”
the conversion generally will be treated as a sale of common stock rather than as a dividend or distribution. The conversion will,
however, be treated as a dividend or distribution and taxed as described in “Dividends and Distributions” if your percentage
ownership in us (including shares that you are deemed to own under certain attribution rules, such as the shares into which the
warrants are exercisable) after the conversion is not meaningfully reduced from what your percentage ownership was prior to the
conversion. See the discussion in “— U.S. Holders — Sale or Other Disposition or Conversion of Common Stock.”
You should consult your own tax advisor as to whether conversion of your common stock will be treated as a sale or as a dividend
under the Code.



Constructive Dividends on Warrants



As discussed under “Dividend Policy”
above, we do not anticipate that any dividends will be paid in the foreseeable future. If at any time during the period you hold
warrants, however, we were to pay a taxable dividend to our stockholders and, in accordance with the anti-dilution provisions of
the warrants, the conversion rate of the warrants were increased, that increase would be deemed to be the payment of a taxable
dividend to you to the extent of our earnings and profits, notwithstanding the fact that you will not receive a cash payment. If
the conversion rate is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make adjustments),
such adjustments may also result in the deemed payment of a taxable dividend to you. Any resulting withholding tax attributable
to deemed dividends would be collected from other amounts payable or distributable to you. You should consult your tax advisor
regarding the proper treatment of any adjustments to the warrants.



Information Reporting and Backup Withholding



We must report annually to the IRS the
amount of dividends or other distributions we may pay to you on your shares of common stock and the amount of tax we withhold on
any such distributions regardless of whether withholding is required. The IRS may make copies of the information returns reporting
those dividends and amounts withheld available to the tax authorities in the country in which you reside pursuant to the provisions
of an applicable income tax treaty or exchange of information treaty.



The United States imposes backup withholding
on dividends and certain other types of payments to United States persons. You will not be subject to backup withholding on dividends
you receive on your shares of common stock if you provide proper certification (usually on an IRS Form W-8BEN or Form W-8BEN-E)
of your status as a non-United States person or you are a corporation or one of several types of entities and organizations that
qualify for exemption (an “exempt recipient”).



Information reporting and backup withholding
generally are not required with respect to the amount of any proceeds from the sale of your shares of common stock or warrants
outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the
United States. However, if you sell your shares of common stock or warrants through a United States broker or the United States
office of a foreign broker, the broker will be required to report to the IRS the amount of proceeds paid to you unless you provide
appropriate certification (usually on an IRS Form W-8BEN or Form W-8BEN-E) to the broker of your status as a non-United States
person or you are an exempt recipient. Information reporting also would apply if you sell your shares of common stock or warrants
through a foreign broker deriving more than a specified percentage of its income from United States sources or having certain other
connections to the United States.



Backup withholding is not an additional
tax. Any amounts withheld with respect to your shares of common stock or warrants under the backup withholding rules will be refunded
to you or credited against your United States federal income tax liability, if any, by the IRS provided that certain required information
is furnished to the IRS in a timely manner.

96





Estate Tax



Common stock owned or treated as owned
by an individual who is not a citizen or resident (as defined for United States federal estate tax purposes) of the United States
at the time of his or her death, or by an entity the property of which is potentially includible in such an individual’s
gross estate, will be included in the individual’s gross estate for United States federal estate tax purposes and therefore
may be subject to United States federal estate tax unless an applicable estate tax treaty provides otherwise. The foregoing may
also apply to warrants.



Unearned Income Medicare Tax



If you are a foreign estate or trust,
you may be subject to the Medicare contribution tax described under “U.S. Holders — Unearned Income Medicare Tax”
above. Non-U.S. holders should consult their tax advisors regarding the possible implications of the Medicare contribution tax
on their investments in the units.



FATCA



A 30% withholding tax will be imposed
on payments to certain foreign entities of U.S.-source dividends, unless various U.S. information reporting and due diligence requirements
(generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption
has otherwise been established. Such withholding was scheduled to apply to payments of gross proceeds from the sale or other disposition
of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but the IRS released proposed regulations
that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations
also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided
for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic
income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations
are issued. Potential investors should consult their tax advisors regarding the possible implications of this withholding tax on
their investment in our securities.

97





UNDERWRITING



We are offering the units described in
this prospectus through the underwriters named below. BTIG, LLC and EarlyBirdCapital, Inc. are acting as representatives of the
underwriters. We have entered into an underwriting agreement with the representatives. Subject to the terms and conditions of the
underwriting agreement, the underwriters have agreed to purchase, and we have agreed to sell to the underwriters, the number of
units listed next to each of its name in the following table:



|Underwriter            |  | Number of Units
|---------------------- |  | ---------------
|BTIG, LLC              |  |                
|EarlyBirdCapital, Inc. |  |                
|Total                  |  | 10,000,000     



The underwriting agreement provides that
the underwriters must buy all of the units if they buy any of them. However, the underwriters are not required to purchase the
units covered by the option to purchase additional units as described below.



Our units are offered subject to a number
of conditions, including:



| | • | receipt
                                         and acceptance of our units by the underwriters; and 
| | - | ------------------------------------------------------------------------------------------------------
| |   |                                                                                                       
| | • | the
                                         underwriters’ right to reject orders in whole or in part.



In connection with this offering, the
underwriters or securities dealers may distribute prospectuses electronically.



Option To Purchase Additional Units



We have granted the underwriters an over-allotment
option to buy up to an aggregate of 1,500,000 additional units. The underwriters have 45 days from the date of this prospectus
to exercise this option. If the underwriters exercise this option, they will purchase additional units approximately in proportion
to the amounts specified in the table above.



Underwriting Discount



Units sold
by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this prospectus.
Any units sold by the underwriters to securities dealers may be sold at a discount of up to $      per unit from the initial public
offering price and the dealers may reallow a concession not in excess of $per unit to other dealers. Sales of units made outside of the United States may be made by affiliates of the underwriters. After
completion of this offering, if the underwriters still hold any units sold by us to them in this offering, the representative may
change the offering price and the other selling terms. Upon execution of the underwriting agreement, the underwriters will be obligated
to purchase the units at the prices and upon the terms stated therein.



The following table shows the per unit
and total underwriting discount we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’
over-allotment option to purchase up to 1,500,000 additional units.



|            |  | No Exercise |           | Full Exercise
|----------- |  | ----------- | --------- | -------------
|Per Unit(1) |  | $           | 0.55      |              
|Total       |  | $           | 5,500,000 |              








|(1) | Includes
                                         $0.35 per unit, or $3,500,000 in the aggregate, or up to $4,025,000 in the aggregate
                                         if the over-allotment option is exercised in full, payable to BTIG and EarlyBirdCapital
                                         for deferred underwriting commissions to be placed in a trust account located in the
                                         United States as described herein. The deferred commissions will be released to BTIG
                                         and EarlyBirdCapital only on completion of an initial business combination.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

98





If we do not complete our initial business
combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in
this prospectus) from the closing of this offering, BTIG and EarlyBirdCapital have agreed that (i) they will forfeit any rights
or claims to the deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account
and (ii) that the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with
any accrued interest thereon (which interest will be net of taxes payable) to the public stockholders.



We estimate that the total expenses of
the offering payable by us, not including the underwriting discount, will be approximately $750,000. We have agreed to pay for the
FINRA-related fees and expenses of the underwriters’ legal counsel, not to exceed $15,000, and for additional expenses incurred
by BTIG, including expenses of investigations and background checks, up to an aggregate payment of up to $75,000, all of which
are included in the total estimated expenses of $750,000.



Representatives’ Founders’ shares



We have issued to designees of BTIG and
EarlyBirdCapital the 250,000 Representatives’ founders’ shares for nominal consideration. The holders of the Representatives’
founders’ shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion
of our initial business combination. In addition, the holders of the Representatives’ founders’ shares have agreed
(i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with
the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account
with respect to such shares if we fail to complete our initial business combination within 12 months (or up to 18 months,
if we extend the time to complete a business combination as described in this prospectus) from the closing of this offering.



The Representatives’ founders’
shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110€(1)
of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective
date of the registration statement of which this prospectus forms a part or commencement of sales of the public offering, except
to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all
securities so transferred remain subject to the lockup restriction above for the remainder of the time period.



We have granted the holders of these shares
the registration rights as described under the section “Shares Eligible for Future Sale — Registration Rights.”
The demand and piggyback registration rights being granted to the BTIG and EarlyBirdCapital and related persons are subject to
FINRA Rule 5110(g)(8).



Private warrants



BTIG and EarlyBirdCapital have committed
that they and/or their designees will purchase from us 500,000 private warrants for a total purchase price of $500,000. This purchase
will take place on a private placement basis simultaneously with the consummation of this offering. BTIG and EarlyBirdCapital have
also agreed that if the over-allotment option is exercised in full or in part, they and/or their designees will purchase from us
additional private warrants (up to a maximum of 80,000 private warrants at a price of $1.00 per warrant) in an amount that is necessary
to maintain in the trust account $10.10 per unit sold to the public in this offering. These additional private warrants will be
purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment
option. The private warrants are identical to the warrants sold in this offering except as described elsewhere in this prospectus.
The private warrants and underlying shares of common stock and warrants have been deemed compensation by FINRA and are therefore
subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). Additionally, the private warrants purchased by BTIG and EarlyBirdCapital
may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or
call transaction that would result in the economic disposition of the securities by any person for a 180-day period following the
effective date of this prospectus except to any selected dealer participating in the offering and the bona fide officers or partners
of the underwriter and any such participating selected dealer. BTIG and EarlyBirdCapital have agreed that the private warrants
it purchases will not be sold or transferred by it (except to certain permitted transferees) until after we have completed an initial
business combination. We have granted the holders of private warrants, including BTIG and EarlyBirdCapital, the registration rights
as described under the section “Shares Eligible for Future Sale — Registration Rights.” In compliance
with FINRA Rule 5110(g)(8), the BTIG and EarlyBirdCapital registration rights are limited to demand and “piggy back”
rights for periods of five and seven years, respectively, from the effective date of this prospectus with respect to the registration
under the Securities Act of the private warrants and the underlying securities. The warrants underlying the units may not be exercised
more than five years from the date of this prospectus in compliance with Rule 5110(g)(8)(A).

99





Rights of First Refusal



If, from the date of this offering until
the earlier of the consummation of an initial business combination or the liquidation of the trust account if we fail to consummate
a business combination during the required time period (but in no event later than three years from the effective date of the registration
statement of which prospectus forms part), we determine to pursue any equity-linked financing relating to or in connection with
a business combination, then BTIG and EarlyBirdCapital shall have the right, but not the obligation, to act as participating underwriters,
placement agents, book running managers or arrangers, as the case may be, in connection with that equity linked-financing (but
in no event later than three years from the effective date of the registration statement of which prospectus forms part).



In addition, under certain circumstances
and subject to certain qualifications and exceptions, BTIG and EarlyBirdCapital will be granted, from the date of this offering
until the earlier of the one-year anniversary of the consummation of an initial business combination or the liquidation of the
trust account if we fail to consummate a business combination during the required time period (but in no event later than three
years from the effective date of the registration statement of which this prospectus forms a part), the right to act as the lead,
co-manager, or on the cover of a book as part of the underwriter syndicate for the next U.S. registered public offering of securities
of a special purpose acquisition corporation undertaken by any of our officers for the purpose of raising capital and placing 90%
or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses that have not been
identified at the time of the public offering.



In addition, BTIG will be granted the
right to act as our financial advisor in connection with an initial business combination.



Indemnification



We have agreed to indemnify the underwriter
against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification,
we have agreed to contribute to payments the underwriter may be required to make in respect of those liabilities.



NYSE Listing



We have applied to have our units listed
on NYSE under the symbol “IRONU” and, once the common stock and warrants begin separate trading, under the symbols
“IRON” and “IRONW,” respectively.



Price Stabilization, Short Positions



In connection with this offering, the
underwriters may engage in activities that stabilize, maintain or otherwise affect the price of units during and after this offering,
including:



| | • | stabilizing
                                         transactions;                           
| | - | ---------------------------------------------------------------------------------------------
| |   |                                                                                              
| | • | short
                                         sales;                                        
| |   |                                                                                              
| | • | purchases
                                         to cover positions created by short sales;
| |   |                                                                                              
| | • | imposition
                                         of penalty bids; and                     
| |   |                                                                                              
| | • | syndicate
                                         covering transactions.                    



Stabilizing transactions consist of bids
or purchases made for the purpose of preventing or retarding a decline in the market price of our units while this offering is
in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. These transactions may also include making short sales of our units, which involve the sale by the
underwriters of a greater number of units than they are required to purchase in this offering and purchasing units on the open
market to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions
in an amount not greater than the underwriters’ option to purchase additional units referred to above, or may be “naked
short sales,” which are short positions in excess of that amount.



The underwriters may close out any covered
short position by either exercising their option, in whole or in part, or by purchasing units in the open market. In making this
determination, the underwriters will consider, among other things, the price of units available for purchase in the open market
as compared to the price at which they may purchase units through the over-allotment option.

100





Naked short sales are short sales made
in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing units in the open
market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure
on the price of the units in the open market that could adversely affect investors who purchased in this offering.



The underwriters also may impose a penalty
bid. This occurs when a particular underwriter repays to the representative of the underwriters a portion of the underwriting discount
received by it because the representative has repurchased units sold by or for the account of that underwriter in stabilizing or
short covering transactions.



These stabilizing transactions, short
sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate covering transactions
may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market
price of our units. As a result of these activities, the price of our units may be higher than the price that otherwise might exist
in the open market. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.
Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may
have on the price of the units. Neither we, nor the underwriters, make any representation that the underwriter will engage in these
stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.



Determination of Offering Price



Prior to this offering, there was no public
market for our units. The initial public offering price will be determined by negotiation between us and the representative of
the underwriters. The principal factors to be considered in determining the initial public offering price include:



| | • | the
                                         information set forth in this prospectus and otherwise available to the representative;                                                       
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                            
| | • | our
                                         history and prospects and the history and prospects for the industry in which we compete;                                                     
| |   |                                                                                                                                                                                            
| | • | our
                                         past and present financial performance;                                                                                                       
| |   |                                                                                                                                                                                            
| | • | our
                                         prospects for future earnings and the present state of our development;                                                                       
| |   |                                                                                                                                                                                            
| | • | the
                                         general condition of the securities market at the time of this offering;                                                                      
| |   |                                                                                                                                                                                            
| | • | the
                                         recent market prices of, and demand for, publicly traded units of generally comparable
                                         companies; and
| |   |                                                                                                                                                                                            
| | • | other
                                         factors deemed relevant by the underwriters and us.                                                                                         



Neither we nor the underwriters can assure
investors that an active trading market will develop for our units, warrants or common stock or that the units will trade in the
public market at or above the initial public offering price.



Affiliations



BTIG, EarlyBirdCapital and their affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage
activities. BTIG, EarlyBirdCapital and their affiliates may from time to time in the future engage with us and perform services
for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course
of their various business activities, the underwriters and their respective affiliates may also make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers, and such investment and securities activities may involve securities
and/or instruments of us. The underwriters and their affiliates may also make investment recommendations and/or publish or express
independent research views in respect of these securities or instruments and may at any time hold, or recommend to clients that
they acquire, long and/or short positions in these securities and instruments.

101





Additional Future Arrangements



Except as set forth above, we are not
under any contractual obligation to engage any of the underwriters to provide any services for us after this offering and have
no present intent to do so. However, the underwriters may introduce us to potential target businesses or assist us in raising additional
capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair
and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will
be entered into with any underwriter and no fees for such services will be paid to any underwriter prior to the date that is 90
days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter’s compensation
in connection with this offering.



Electronic Distribution



A prospectus in electronic format may
be made available on the Internet sites or through other online services maintained by the underwriters participating in this offering,
or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular
underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific
number of units for sale to online brokerage account holders. Any such allocation for online distributions will be made by the
underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s
website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration
statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity
as underwriter and should not be relied upon by investors.



Selling Restrictions



Canada



Resale Restrictions



We intend to distribute our securities
in the Province of Ontario, Canada (the “Canadian Offering Jurisdiction”) by way of a private placement and exempt
from the requirement that we prepare and file a prospectus with the securities regulatory authorities in such Canadian Offering
Jurisdiction. Any resale of our securities in Canada must be made under applicable securities laws that will vary depending on
the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority. Canadian resale restrictions in some circumstances
may apply to resales of interests made outside of Canada. Canadian purchasers are advised to seek legal advice prior to any resale
of our securities. We may never be a “reporting issuer”, as such term is defined under applicable Canadian securities
legislation, in any province or territory of Canada in which our securities will be offered and there currently is no public market
for any of the securities in Canada, and one may never develop. Canadian investors are advised that we have no intention to file
a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the securities to
the public in any province or territory in Canada.



Representations of Purchasers



A Canadian purchaser will be required
to represent to us and the dealer from whom the purchase confirmation is received that:



| | • | the
                                         purchaser is entitled under applicable provincial securities laws to purchase our securities
                                         without the benefit of a prospectus qualified under those securities laws;                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                       
| | • | where
                                         required by law, that the purchaser is purchasing as principal and not as agent;                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                       
| | • | the
                                         purchaser has reviewed the text above under Resale Restrictions; and                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                       
| | • | the
                                         purchaser acknowledges and consents to the provision of specified information concerning
                                         its purchase of our securities to the regulatory authority that by law is entitled to
                                         collect the information.

102





Rights of Action — Ontario Purchasers Only



Under Ontario securities legislation,
certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right
of action for damages, or while still the owner of our securities, for rescission against us in the event that this prospectus
contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages
is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise
to the cause of action and three years from the date on which payment is made for our securities. The right of action for rescission
is exercisable not later than 180 days from the date on which payment is made for our securities. If a purchaser elects to exercise
the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount
recoverable in any action exceed the price at which our securities were offered to the purchaser and if the purchaser is shown
to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for
damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value
of our securities as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from,
any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an
Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.



Enforcement of Legal Rights



A majority of our directors and officers
as well as the experts named herein are located outside of Canada and, as a result, it may not be possible for Canadian purchasers
to effect service of process within Canada upon us or those persons. All of our assets and the assets of those persons are located
outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce
a judgment obtained in Canadian courts against us or those persons outside of Canada.



Collection of Personal Information



If a Canadian purchaser is resident in
or otherwise subject to the securities laws of the Province of Ontario, the Purchaser authorizes the indirect collection of personal
information pertaining to the Canadian purchaser by the Ontario Securities Commission (the “OSC”) and each Canadian
purchaser will be required to acknowledge and agree that the Canadian purchaser has been notified by us (i) of the delivery to
the OSC of personal information pertaining to the Canadian purchaser, including, without limitation, the full name, residential
address and telephone number of the Canadian purchaser, the number and type of securities purchased and the total purchase price
paid in respect of the securities, (ii) that this information is being collected indirectly by the OSC under the authority granted
to it in securities legislation, (iii) that this information is being collected for the purposes of the administration and enforcement
of the securities legislation of Ontario, and (iv) that the title, business address and business telephone number of the public
official in Ontario who can answer questions about the OSC’s indirect collection of the information is the Administrative
Assistant to the Director of Corporate Finance, the Ontario Securities Commission, Suite 1903, Box 5520, Queen Street West, Toronto,
Ontario, M5H 3S8, Telephone: (416) 593-8086, Facsimile: (416) 593-8252.



Notice to Prospective Investors
in Australia



No placement document, prospectus, product
disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”),
in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure
document under the Corporations Act 2001 (the “Corporations Act”) and does not purport to include the information required
for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.



Any offer in Australia of the shares may
only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning
of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the
Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

103





The shares applied for by Exempt Investors
in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering,
except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to
an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which
complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.



This prospectus contains general information
only and does not take account of the investment objectives, financial situation or particular needs of any particular person.
It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors
need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if
necessary, seek expert advice on those matters.



Notice to Prospective Investors
in the Dubai International Financial Centre



This prospectus relates to an Exempt Offer
in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus
is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with
Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no
responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on
their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not
understand the contents of this prospectus you should consult an authorized financial advisor.



Notice to Prospective Investors
in the European Economic Area



In relation to each member state of the
European Economic Area that has implemented the Prospectus Directive (each, a “relevant member state”), with effect
from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “relevant
implementation date”), an offer of units described in this prospectus may not be made to the public in that relevant member
state prior to the publication of a prospectus in relation to the units that has been approved by the competent authority in that
relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority
in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the
relevant implementation date, an offer of our units may be made to the public in that relevant member state at any time:



| | • | to
                                         any legal entity which is a qualified investor as defined in the Prospectus Directive;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | • | to
                                         fewer than 100, or, if the relevant member state has implemented the relevant provisions
                                         of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified
                                         investors as defined in the Prospectus Directive), as permitted under the Prospectus
                                         Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated
                                         by the issuer for any such offer; or natural or legal persons (other than qualified investors
                                         as defined below) subject to obtaining the prior consent of the underwriter for any such
                                         offer; or
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | • | in
                                         any other circumstances that do not require the publication by us of a prospectus pursuant
                                         to Article 3 of the Prospectus Directive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



Each purchaser of units described in this
prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified
investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.



For the purpose of this provision, the
expression an “offer to the public” in any relevant member state means the communication in any form and by any means
of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase
or subscribe for the units, as the expression may be varied in that member state by any measure implementing the Prospectus Directive
in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto,
including the PD 2010 Amending Directive to the extent implemented by the relevant member state) and includes any relevant implementing
measure in each relevant member state, and the expression 2010 PD Amending Directive means Directive 2010/73/EU.



We have not authorized and do not authorize
the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters
with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other
than the underwriters, is authorized to make any further offer of the units on behalf of us or the underwriters.

104





Notice to Prospective Investors
in Switzerland



The shares may not be publicly offered
in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated
trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses
under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27
ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or
otherwise made publicly available in Switzerland.



Neither this document nor any other offering
or marketing material relating to the offering, the Company or the shares have been or will be filed with or approved by any Swiss
regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under
the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests
in collective investment schemes under the CISA does not extend to acquirers of shares.



Notice to Prospective Investors
in the United Kingdom



This prospectus is only being distributed
to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of
the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons
to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred
to as a “relevant person”). The units are only available to, and any invitation, offer or agreement to purchase or
otherwise acquire such units will be engaged in only with, relevant persons. This prospectus and its contents are confidential
and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in
the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any
of its contents.



Notice to Prospective Investors
in France



Neither this prospectus nor any other
offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorité
des Marchés Financiers or by the competent authority of another member state of the European Economic Area and notified
to the Autorité des Marchés Financiers. The units have not been offered or sold and will not be offered or sold,
directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the units
has been or will be:



| | • | released,
                                         issued, distributed or caused to be released, issued or distributed to the public in
                                         France; or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                            
| | • | used
                                         in connection with any offer for subscription or sale of the units to the public in France.                                                  



Such offers, sales and distributions will
be made in France only:



| | • | to
                                         qualified investors (investisseurs qualifiés) and/or to a restricted circle of
                                         investors (cercle restreint d’investisseurs), in each case investing for their
                                         own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2,
                                         D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | • | to
                                         investment services providers authorized to engage in portfolio management on behalf
                                         of third parties; or                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | • | in
                                         a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3°
                                         of the French Code monétaire et financier and article 211-2 of the General Regulations
                                         (Règlement Général) of the Autorité des Marchés Financiers,
                                         does not constitute a public offer (appel public à l’épargne).                                               



The units may be resold directly or indirectly,
only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et
financier.

105





Notice to Prospective Investors
in Hong Kong



The units may not be offered or sold in
Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which
do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of
Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be in the possession of any
person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other
than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.



Notice to Prospective Investors
in Japan



The units have not been and will not be
registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not
be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or
resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations
and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time.
For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation
or other entity organized under the laws of Japan.



Notice to Prospective Investors
in Singapore



This prospectus has not been registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may
the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter
289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section
275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth
in the SFA.



Where the units are subscribed or purchased
under Section 275 of the SFA by a relevant person that is:



| | • | a
                                         corporation (which is not an accredited investor (as defined in Section 14A of the SFA))
                                         the sole business of which is to hold investments and the entire share capital of which
                                         is owned by one or more individuals, each of whom is an accredited investor, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | • | a trust (where the trustee is not
                                         an accredited investor) whose sole purpose is to hold investments and each beneficiary
                                         of the trust is an individual who is an accredited investor, shares, debentures and units
                                         of shares and debentures of that corporation or the beneficiaries’ rights and interest
                                         (howsoever described) in that trust shall not be transferred within six months after
                                         that corporation or that trust has acquired the shares pursuant to an offer made under
                                         Section 275 of the SFA except:                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | • | to an institutional investor (for
                                         corporations, under Section 274 of the SFA) or to a relevant person defined in Section
                                         275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such
                                         shares, debentures and units of shares and debentures of that corporation or such rights
                                         and interest in that trust are acquired at a consideration of not less than S$200,000
                                         (or its equivalent in a foreign currency) for each transaction, whether such amount is
                                         to be paid for in cash or by exchange of securities or other assets, and further for
                                         corporations, in accordance with the conditions specified in Section 275 of the SFA;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | • | where no consideration is or will
                                         be given for the transfer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | • | where the transfer is by operation
                                         of law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

106





LEGAL MATTERS



Jenner & Block LLP, New York, New
York, is acting as our counsel in connection with the registration of our securities under the Securities Act, and as such, will
pass upon the validity of the securities offered in this offering. Certain legal matters will be passed upon for the underwriters
by Graubard Miller, New York, New York.



EXPERTS



The financial statements of Iron Horse
Acquisitions Corp. at December 31, 2021 and for the period from November 23, 2021 (inception) through December 31, 2021 included
in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report,
thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Iron Horse Acquisitions Corp
to continue as a going concern, as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and
are included in reliance on such report given upon such firm as experts in auditing and accounting.



WHERE YOU CAN FIND ADDITIONAL INFORMATION



We have filed with the SEC a registration
statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus
does not contain all of the information included in the registration statement. For further information about us and our securities,
you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we
make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete
but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the
exhibits attached to the registration statement for copies of the actual contract, agreement or other document.



Upon completion of this offering, we will
be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy
statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet
at the SEC’s website at www.sec.gov.

107





IRON HORSE ACQUISITIONS CORP.INDEX TO FINANCIAL STATEMENTS



|                                                                                                                                                                                           |  | PAGE      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------
|Report of Independent Registered Public Accounting Firm                                                                                                                                    |  | F-2       
|Financial Statements:                                                                                                                                                                      |  |           
|Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)                                                                                                             |  | F-3       
|Statements of Operations for the six months ended June 30, 2022 (unaudited) and for the period from November 23, 2021 (inception) through December 31, 2021 (audited)                      |  | F-4       
|Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2022 (unaudited) and for the period from November 23, 2021 (inception) through December 31, 2021 (audited) |  | F-5       
|Statements of Cash Flows for the six months ended June 30, 2022 (unaudited) and for the period from November 23, 2021 (inception) through December 31, 2021 (audited)                      |  | F-6       
|Notes to Financial Statements                                                                                                                                                              |  | F-7 – F-15

F-1





REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Stockholders and the Board of Directors
of
Iron Horse Acquisitions Corp.



Opinion
on the Financial Statements



We have audited the accompanying balance
sheet of Iron Horse Acquisitions Corp. (the “Company”) as of December 31, 2021, the related statements of operations,
changes in stockholders’ equity and cash flows for the period from November 23, 2021 (inception) through December 31, 2021,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its
operations and its cash flows for the period from November 23, 2021 (inception) through December 31, 2021, in conformity with
accounting principles generally accepted in the United States of America.



Explanatory
Paragraph—Going Concern



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in Note 1, the Company had no cash and a working capital.
The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s
plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis
for Opinion



These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the
“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with
the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.



Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.



/s/ Marcum LLP

Marcum LLP



We have served as the Company’s auditor since
2021.

West Palm Beach, FL

November 1, 2022

F-2





IRON HORSE ACQUISITIONS CORP.BALANCE SHEETS



|                                                                                                                 |  | June 30, 2022 (Unaudited) |         |   | December 31, 2021 (Audited) |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | --------------------------- | -
|ASSETS                                                                                                           |  |                           |         |   |                             |  
|Current asset- other current assets                                                                              |  | $                         | 1,087   |   |                             | $
|Deferred offering costs                                                                                          |  |                           | 490,942 |   |                             |  
|Total assets                                                                                                     |  | $                         | 492,029 |   |                             | $
|                                                                                                                 |  |                           |         |   |                             |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                   |  |                           |         |   |                             |  
|Current liabilities:                                                                                             |  |                           |         |   |                             |  
|Accrued expenses                                                                                                 |  | $                         | 2,780   |   |                             | $
|Accrued offering costs                                                                                           |  |                           | 190,428 |   |                             |  
|Notes payable to stockholder                                                                                     |  |                           | 314,224 |   |                             |  
|Total current liabilities                                                                                        |  |                           | 507,432 |   |                             |  
|                                                                                                                 |  |                           |         |   |                             |  
|Commitments and contingencies                                                                                    |  |                           |         |   |                             |  
|                                                                                                                 |  |                           |         |   |                             |  
|Stockholders’ equity (deficit):                                                                                  |  |                           |         |   |                             |  
|Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding                      |  |                           | –       |   |                             |  
|Common stock, $.0001 par value; 50,000,000 shares authorized, 3,125,000 shares issued and outstanding(1) (2) (3) |  |                           | 312     |   |                             |  
|Additional paid-in capital                                                                                       |  |                           | 25,775  |   |                             |  
|Accumulated deficit                                                                                              |  |                           | (41,490 | ) |                             |  
|Total stockholders’ equity (deficit)                                                                             |  |                           | (15,403 | ) |                             |  
|Total liabilities and stockholders’ equity (deficit)                                                             |  | $                         | 492,029 |   |                             | $




|(1) | This number includes an aggregate of 375,000 shares of common
    stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is
    not exercised in full. (Note 7)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes an aggregate of 250,000 share of Representative Shares.                                                                                                                                                          
|(3) | In September 2022, 2,875,000 shares were surrendered to the Company for
    no consideration. All share amounts have been retroactively restated (see Note 6 and Note 7).                                                 



The accompanying notes are an integral
part of these financial statements.

F-3





IRON HORSE ACQUISITIONS CORP.STATEMENT OF OPERATIONS



|                                                             |  | For the Six Months Ended June 30, 2022 (Unaudited) |           |   | For the Period from November 23, 2021  (Inception) Through December 31, 2021 (Audited) |  
|------------------------------------------------------------ |  | -------------------------------------------------- | --------- | - | -------------------------------------------------------------------------------------- | -
|Formation and operational costs                              |  | $                                                  | 33,496    |   |                                                                                        | $
|Net loss                                                     |  | $                                                  | (33,496   | ) |                                                                                        | $
|Weighted average shares outstanding, basic and diluted(1)(2) |  |                                                    | 2,750,000 |   |                                                                                        |  
|Basic and diluted net loss per common stock                  |  | $                                                  | (0.01     | ) |                                                                                        | $




|(1) | Excludes an aggregate of 375,000 shares of common stock subject
    to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is not exercised
    in full. (Note 7)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes an aggregate of 250,000 share of Representative Shares.                                                                                                                                              
|(3) | In September 2022, 2,875,000 shares were surrendered to the Company for
    no consideration. All share amounts have been retroactively restated (see Note 6 and Note 7).                                     



The accompanying notes are an integral part of these financial
statements.

F-4





IRON HORSE ACQUISITIONS CORP.STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED) AND FOR THE PERIOD FROM 
NOVEMBER 23, 2021 (INCEPTION) THROUGH DECEMBER 31,
2021 (AUDITED)



|                                                  |  | Common Stock |           |  | Additional Paid-In |   |     | Accumulated |  |   | Stockholders’ | 
|------------------------------------------------- |  | ------------ | --------- |  | ------------------ | - | --- | ----------- |  | - | ------------- | 
|                                                  |  | Shares       |           |  | Amount             |   |     | Capital     |  |   | Deficit       | 
|Balance at November 23, 2021 (inception)          |  |              | —         |  |                    | $ | —   |             |  | $ | —             | 
|Common stock issued to initial stockholders(1)(2) |  |              | 2,875,000 |  |                    |   | 287 |             |  |   | 24,713        | 
|Issuance of Representative Shares                 |  |              | 250,000   |  |                    |   | 25  |             |  |   | 1,062         | 
|Net loss                                          |  |              |           |  |                    |   |     |             |  |   |               | 
|Balance at December 31, 2021 (Audited)            |  |              | 3,125,000 |  |                    | $ | 312 |             |  | $ | 25,775        | 
|Net loss                                          |  |              |           |  |                    |   |     |             |  |   |               | 
|Balance at June 30, 2022 (Unaudited)              |  |              | 3,125,000 |  |                    | $ | 312 |             |  | $ | 25,775        | 




|(1) | This number includes an aggregate of 375,000 shares of common
    stock subject to forfeiture by the initial stockholder to the extent that the underwriters’ over-allotment option is
    not exercised in full. (Note 7)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | In September 2022, 2,875,000 shares were
    surrendered to the Company for no consideration. All share amounts have been retroactively restated (see Note 6 and
    Note 7).                                             



The accompanying notes are an integral
part of these financial statements.

F-5





IRON HORSE ACQUISITIONS CORP.STATEMENT OF CASH FLOWS



|                                                                                     |  | For the Six Months  Ended June 30, 2022 (Unaudited) |          |   | For the Period from November 23, 2021 (Inception) Through December 31, 2021  (Audited) |  
|------------------------------------------------------------------------------------ |  | --------------------------------------------------- | -------- | - | -------------------------------------------------------------------------------------- | -
|Cash flow from operating activities:                                                 |  |                                                     |          |   |                                                                                        |  
|Net loss                                                                             |  | $                                                   | (33,496  | ) |                                                                                        | $
|Adjustments to reconcile net loss to net cash used in operating activities:          |  |                                                     |          |   |                                                                                        |  
|Changes in current assets and liabilities:                                           |  |                                                     |          |   |                                                                                        |  
|Accrued expenses                                                                     |  |                                                     | 170      |   |                                                                                        |  
|Net cash used in operating activities                                                |  |                                                     | (33,326  | ) |                                                                                        |  
|                                                                                     |  |                                                     |          |   |                                                                                        |  
|Cash flows from financing activities:                                                |  |                                                     |          |   |                                                                                        |  
|Proceeds from note payable to stockholder                                            |  |                                                     | 208,121  |   |                                                                                        |  
|Payments of offering costs                                                           |  |                                                     | (174,795 | ) |                                                                                        |  
|Net cash provided by financing activities                                            |  |                                                     | 33,326   |   |                                                                                        |  
|                                                                                     |  |                                                     |          |   |                                                                                        |  
|Net increase in cash                                                                 |  |                                                     | —        |   |                                                                                        |  
|Cash at beginning of period                                                          |  |                                                     | —        |   |                                                                                        |  
|Cash at end of period                                                                |  | $                                                   | —        |   |                                                                                        | $
|                                                                                     |  |                                                     |          |   |                                                                                        |  
|Supplemental disclosure of non-cash financing activities:                            |  |                                                     |          |   |                                                                                        |  
|Deferred offering costs paid by the initial stockholder in exchange for common stock |  | $                                                   | —        |   |                                                                                        | $
|Deferred offering costs included in accrued offerings costs and expenses             |  | $                                                   | 49,832   |   |                                                                                        | $



The accompanying notes are an integral
part of these financial statements.

F-6





IRON HORSE ACQUISITIONS CORP.NOTES TO FINANCIAL STATEMENTS



Note 1 — Organization and Plan of Business Operations



Iron Horse Acquisitions Corp. (the
“Company”) was incorporated in Delaware on November 23, 2021 as a blank check company whose objective is to acquire,
through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination, one or more businesses or entities (a “Business Combination”).



At June 30, 2022 the Company had not
yet commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the proposed public
offering described below. The Company has selected December 31 as its fiscal year-end.



The Company’s ability to commence
operations is contingent upon obtaining adequate financial resources through a proposed public offering of up to 10,000,000 units
at $10.00 per unit (or 11,500,000 units if the underwriters’ over-allotment option is exercised in full) (“Units”),
which is discussed in Note 3 (“Proposed Public Offering”). Simultaneously with the consummation of the Proposed Public
Offering, the holders of the Founder Shares (defined below), BTIG, LLC (“BTIG”) and EarlyBirdCapital, Inc. (“EBC”)
will commit that they and/or their designees will purchase 5,000,000 private warrants at a price of $1.00 per warrant for an aggregate
purchase price of $5.0 million (or 5,450,000 private warrants for an aggregate purchase price of $5.45 million if the underwriters’
overallotment option is exercised in full), (“Private Warrants”). All of the proceeds the Company receives from the
sale of Private Warrants will be used to fund operating expenses prior to a potential merger transaction and will not be place
in the trust account described below. The Company’s management has broad discretion with respect to the specific application
of the net proceeds of the sale of Private Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The Company intends to apply to have the Units listed on the New York Stock
Exchange (“NYSE”). Pursuant to the NYSE listing rules, the Company’s initial Business Combination must be with
a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account
at the time of the execution of a definitive agreement for such Business Combination (net of taxes payable and deferred underwriting
commissions), although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the
Company will be able to effect a Business Combination successfully.



Upon the closing of the Proposed Public
Offering, management has agreed that certain of the proceeds from the Units sold in the Proposed Public Offering, will be held
in a United States-based trust account (“Trust Account”) and held as cash items or invested in United States government
treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial
Business Combination (ii) the redemption of any shares of common stock included in the Units being sold in the Proposed Public
Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation
to modify the substance or timing of its obligation to redeem 100% of such shares of common stock if it does not complete the
Initial Business Combination within 12 months from the closing of the Proposed Public Offering (or 18 months from the closing
of the Proposed Public Offering if the Company has executed a definitive agreement for a Business Combination within such 12-month
period); and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds
in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to
have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company
waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute
such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting
due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, certain interest earned
on the Trust Account balance may be released to the Company to pay the Company’s tax obligations.



The Company, after signing a
definitive agreement for the acquisition of a target business, is required to provide stockholders who acquired shares of
common stock sold as part of the units in this offering (“Public Shares”) in the Proposed Public Offering
(“Public Stockholders”) with the opportunity to convert their Public Shares for a pro rata share of the Trust
Account. The Company will not consummate any Business Combination unless it has at least $5,000,001 of net tangible assets
either immediately prior to or upon close of such Business Combination. The holders of the Founder Shares will agree to vote
any shares they then hold in favor of any proposed Business
Combination and will waive any conversion rights with respect to these shares pursuant to letter agreements to be executed prior
to the Proposed Public Offering.

F-7





In connection with any proposed
Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such
purpose at which Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the
proposed Business Combination. Alternatively, the Company may conduct a tender offer and allow conversions in connection therewith.
If the Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against
such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be converted into a
full pro rata portion of the amount then in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on
the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). Holders of warrants
sold as part of the Units will not be entitled to vote on the Proposed Business Combination and will have no conversion or liquidation
rights with respect to the shares of common stock underlying such warrants.



Pursuant to the Company’s
Certificate of Incorporation to be in effect upon consummation of the Proposed Public Offering, if the Company is unable to complete
its initial Business Combination within 12 months from the closing of the Proposed Public Offering (or up to 18 months if we extend
the time to complete a business combination as described in this prospectus) the Company 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 and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining holders of common stock and the Company’s board of directors, dissolve and liquidate. Holders of warrants
will receive no proceeds in connection with the liquidation. The holders of the Founder Shares will not participate in any redemption
distribution with respect to their Founder Shares.



If the Company is unable
to complete its initial Business Combination and expends all of the net proceeds of the Private offering not deposited in the
Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share
redemption price for common stock will be $10.10. The proceeds deposited in the Trust Account could, however, become subject to
claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition,
if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate
and subject to the claims of third parties with priority over the claims of the Company’s common stockholders. Therefore,
the actual per-share redemption price may be less than approximately $10.10.



Going Concern Consideration



As of June 30, 2022 and December
31, 2021, the Company had no cash and a working capital deficit of $506,345 and $248,222, respectively, (excluding deferred offering
costs). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition
plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans
to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s
plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



Risks and Uncertainties



Management continues to evaluate the
impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have
a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering
and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



In February 2022, the Russian Federation
and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the
United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this actions
and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date
of these financial statements.

F-8





Note 2 — Significant Accounting Policies
Basis of Presentation



The accompanying financial
statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).



In the opinion of the
Company’s management, the unaudited interim financial statements as of June 30, 2022, and for the six months ended June
30, 2022, include all adjustments, necessary for a fair statement of the
Company’s financial position as of June 30, 2022 and its results of operations and cash flows for the six months ended
June 30, 2022. The results of the operations for the six months ended June 30, 2022 are not necessarily indicative of the
results to be expected for the full fiscal year ending December 31, 2022.



Emerging Growth Company



The Company is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified
by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved.



Further, section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accountant standards used.



Use of Estimates



The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least
reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date
of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one
or more future confirming events. Accordingly, the actual results could differ from those estimates.



Cash and Cash Equivalents



The Company considers all short-term
investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2022 and December
31, 2021, there were no cash or cash equivalents.



Fair Value of Financial Instruments



The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.



Income Taxes



The Company accounts for income taxes
under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance
to be established when it is more likely
than not that all or a portion of deferred tax assets will not be realized. Deferred tax assets were deemed to be de minimus at
June 30, 2022 and December 31, 2021.

F-9





ASC 740 also clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal)
and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no
significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated
on November 23, 2021, the evaluation was performed for the upcoming 2021 tax year, which will be the only period subject to examination.
The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments
that would result in a material change to its financial position.



The Company’s policy for recording
interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts
accrued for penalties or interest as of June 30, 2022 or during the period from November 23, 2021 (inception) through December
31, 2021. Management is currently unaware of any issues under review that could result in significant payments, accruals or material
deviations from its position.



The provision for income taxes was
deemed to be de minimis for the six months ended June 30, 2022 and for the period from November 23, 2021 (inception) through December
31, 2021.



Net Loss per Common stock



Net loss per share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock
subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that
are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). At June 30, 2022 and
December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same
as basic loss per share for the period presented.



Deferred Offering Costs



The Company complies with the requirements
of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”.
Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date
that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion
of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as
additional expenses to be incurred, will be charged to operations.



Redeemable Share
Classification



The Company’s common stock that
will be sold as part of the Units in the Proposed Public Offering (“public common stock”) contain a redemption feature
which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder

vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the
Company classifies public common stock subject to redemption outside of permanent equity as the redemption provisions are not
solely within the control of the Company. The public common stock sold as part of the Units in the Proposed Public Offering will
be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public common
stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The public common
stock are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events
mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument
will become redeemable.

F-10





Recent Accounting Pronouncements



In August 2020, the FASB issued ASU
No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting
for convertible instruments by removing certain separation models in Subtopic 470-20,
Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU
No. 2020-06, more convertible debt instruments will be accounted for as a single liability
measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured
at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective
for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal
years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods
within those fiscal years. The Company adopted ASU No. 2020-06 as of January 1, 2022. The impact to our balance sheet, statement
of operations and cash flows was not material.



Management does not believe that any
recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.



Note 3 — Proposed Public Offering



The Proposed Public Offering calls
for the Company to offer for public sale up to 10,000,000 Units at a proposed offering price of $10.00 per Unit. In addition,
the Company has granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units at a price of $10.00
per Unit, solely to cover over-allotments, if any. Each Unit consists of one share of the Company’s common stock, $0.0001
par value, and one redeemable warrant (the “Warrants”). Each warrant offered in the Proposed Public Offering is exercisable
to purchase one share of the common stock at an exercise price of $11.50. Only whole warrants may be exercised.



Each Warrant will become exercisable
30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion
of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not
complete its initial Business Combination on or prior to the 12-month period allotted (or up to 18 months if we extend the time
to complete a business combination as described in this prospectus) to complete the Business Combination, the Warrants will expire
at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of
the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless,
unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the warrants become
exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum
of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares
of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period commencing at any
time after the shares underlying the warrants have been registered for issuance and ending on the third trading day before the
Company sends the notice of redemption to the warrant holders.



Note 4 — Private Placement Warrants



The holders of the Founder Shares,
BTIG and EBC, will commit to purchase 5,000,000 Private Warrants (or 5,450,000 Private Warrants if the underwriter’s over-allotment
option is exercised in full) at $1.00 per warrant, for an aggregate purchase price of $5,000,000 (or $5,450,000 if the underwriter’s
over- allotment option is exercised in full) from the Company. These purchases will take place simultaneously with the consummation
of the Proposed Public Offering. All of the proceeds received from the sale of the Private Warrants will be used to fund operating
costs of the Company in advance of a Business Combination and will not be placed in the Trust Account. The Private Warrants will
be identical to the warrants sold as a part of the Units being offered in the Proposed Public Offering, except that the holders
have agreed (i) to vote the shares of common stock included therein in favor of any proposed Business Combination, (ii) not to
convert any shares of common stock included therein into the right to receive cash from the Trust Account in connection with a
stockholder vote to approve the proposed initial Business Combination and (iii) that the shares of common stock included therein
shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally,
the holders have agreed not to transfer, assign or sell any of the units or underlying securities (except to certain permitted
transferees) until the completion of the initial Business Combination.



The holders of the Founder Shares,
Representative Shares and Private Warrants (or underlying shares of common stock) will be entitled to registration rights with
respect to such securities pursuant to an agreement to be signed prior to or on the effective date of the Proposed Public Offering.
The holders of the majority of the Founder Shares are entitled to demand that the Company register these shares at any time commencing
three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Representative Shares
are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination.
In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the
Company’s consummation of a Business Combination.

F-11





Note 5 — Commitments and Contingencies



Registration Rights



The holders of the Founder Shares (as
defined in Note 6), Representative Shares, and Private Placement Warrants (as defined below), as well as any warrants that may
be issued in payment of Working Capital Loans made to Company, will be entitled to registration rights pursuant to an agreement
to be signed prior to or on the effective date of the Proposed Public Offering. The holders of a majority of these securities
are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder
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 Representative Shares, Private Placement Warrants
and warrants issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights
at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, BTIG and EBC may only
make a demand on one occasion and only during the five-year period beginning on the effective date of the Proposed Public Offering.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to the consummation of a Business Combination; provided, however, that BTIG and EBC may participate in a “piggy-back”
registration only during the seven-year period beginning on the effective date of the Proposed Public Offering. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.



Private Placement



Our initial stockholders and BTIG and
EarlyBirdCapital have agreed that they and/or their designees will purchase from us an aggregate of 5,000,000 warrants (4,500,000
warrants by our initial stockholders and 500,000 warrants by BTIG and EarlyBirdCapital and/or their designees) at a price of $1.00
per warrant, for an aggregate purchase price of $5,000,000 in a private placement that will occur simultaneously with the closing
of this offering. They have also agreed that if the over-allotment option is exercised by the underwriters in full or in part,
they and/or their designees will purchase from us an additional number of private warrants (up to a maximum of 450,000 private
warrants (370,000 private warrants by our initial stockholders and 80,000 private warrants by BTIG and EarlyBirdCapital and/or
their designees) at $1.00 per private warrant) in order to maintain in the trust account at least $10.10 per unit sold to the
public in this offering, without taking into account any interest earned on such funds or any increase as a result of our extending
the time to consummate a business combination as described herein. These additional private warrants will be purchased in a private
placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option.
The proceeds from the private placement of the private warrants will be added to the proceeds of this offering and placed in a
U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. If we do not complete an
initial business combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as
described in this prospectus) from the closing of this offering, the proceeds from the sale of the private warrants will be included
in the liquidating distribution to our public stockholders and the private warrants will be worthless.



Underwriting Agreement



The Company will grant the underwriters
a 45-day option from the date of Proposed Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments,
if any, at the Proposed Public Offering price less the underwriting discounts and commissions.



The underwriters will be entitled to
a cash underwriting discount of 2.00% of the gross proceeds of the Proposed Public Offering, or $2,000,000 (or up to $2,300,000
if the underwriters’ over-allotment is exercised in full), payable upon the closing of the Proposed Public Offering. Additionally,
the representatives will be entitled to a deferred underwriting discount of 3.50% of the gross proceeds of the Proposed Public
Offering, or $3,500,000 (or up to $4,025,000 if the underwriters’ over-allotment is exercised in full), payable upon the
closing of an initial Business Combination.

F-12





Note 6 — Related Party Transactions



Founders Shares



In November 2021, the Company issued
an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000.
In September 2022, 2,875,000 Founder Shares were returned to the Company for no consideration bringing the total issued Founder
Shares to 2,875,000, as retrospectively presented in these financial statements. The Founder Shares include an aggregate
of up to 375,000 shares subject to forfeiture by the holders to the extent that the underwriters’ over-allotment is not
exercised in full or in part, so that the holders will collectively own 20% of the Company’s issued and
outstanding shares after the Proposed Offering (assuming the initial stockholders do not purchase any Public Shares in the Proposed
Offering and excluding the Representative Shares (as defined in Note 7)). The holders of the Founder Shares will agree not to
transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) 180 days after the completion
of a Business and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or
other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock
for cash, securities or other property.



Promissory Note — Related Party



On November 25, 2021, and as amended
on July 11, 2022, the Company issued a $1,500,000 (as amended), principal amount unsecured promissory note to the Sponsor, which
is an affiliate of the Company’s Chief Executive Officer. The note is non-interest bearing and payable on the earlier of
(i) December 31, 2022, (ii) the consummation of the Proposed Public Offering or (iii) the date on which the Company determines
not to proceed with the Proposed Public Offering. Due to the short-term nature of the note, the fair value of the note approximates
the carrying amount. As of June 30, 2022 and December 31, 2021, there was $314,224 and $106,103, respectively, outstanding under
the promissory note.



Administrative Service Agreement



The Company presently occupies office
space provided by an entity controlled by Bengochea SPAC Sponsors I LLC. Such entity will agree that until the Company consummates
a Business Combination, it will make such office space, as well as general and administrative services including utilities and
administrative support, available to the Company as may be required by the Company from time to time. The Company will agree to
pay a total of $52,500 per month, for 12 months, representing (i) $17,500 per month payable to our sponsor in exchange for certain
general and administrative services to be provided by our sponsor, including office space and administrative and support services,
and (ii) $35,000 per month payable to our Chief Executive Officer and consultants to assist us with our search for a target business;
commencing on the effective date of the Proposed Public Offering.



Working Capital Loans



In order to finance transaction costs
in connection with a Business Combination, the Initial Stockholders, the Sponsor, the Company’s officers and directors or
their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working
Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either
be paid upon consummation of a Business Combination, without interest. In the event that a Business Combination does not close,
the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2022 and December 31, 2021, no Working
Capital Loans were outstanding.



Note 7 — Stockholders’ Equity



Preferred Stock



The Company is authorized to issue
1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may
be determined from time to time by the Company’s board of directors. As of June 30, 2022 and December 31, 2021, there are
no shares of preferred stock issued or outstanding.



Common Stock



The Company is authorized to issue
50,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021, 3,125,000
shares of common stock, 250,000 of which are Representative Shares (as described below), were issued and outstanding, of which
375,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in
full so that the holders of the Founder Shares and Representative Shares will represent 20% of the issued and outstanding common
stock after the Proposed Public Offering. All of these shares will be placed into an escrow account on the closing of the Proposed
Public Offering. Subject to certain limited exceptions, these shares will not be released from escrow until the earlier of one
year after the date of the consummation of an initial Business Combination and the date on which the closing price of the common
stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial
Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a
subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of common stock for cash, securities or other property.

F-13





Representative Shares



The Company has issued to the designees
of BTIG and EBC 250,000 shares of common stock (the “Representative Shares”) (125,000 each to BTIG and EBC) for a
nominal consideration. The Company accounted for the Representative Shares as an offering cost of the Proposed Offering, with
a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,087
based upon the price of the Founder Shares issued to the Initial Stockholders. The holders of the Representative Shares have agreed
not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have
agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination
and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company
fails to complete a Business Combination within the Combination Period.



The Representative Shares have been
deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective
date of the registration statement related to the Proposed Offering pursuant to Rule 5110I(1) of FINRA’s NASD Conduct Rules.
Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following the effective date of the registration statement related to the Proposed Offering, nor may they be sold, transferred,
assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement
related to the Proposed Offering except to any underwriter and selected dealer participating in the Proposed Offering and their
bona fide officers or partners.



Warrants



Public Warrants may only be exercised
for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public
Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business
Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has an effective
registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants
and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a
cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as
soon as practicable, after the closing of the Business Combination, the Company will use its best efforts to file with the SEC
a registration statement for the registration, under the Securities Act, of the common stock issuable upon exercise of the Public
Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with
the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s common stock is at the time
of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event
the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants
will expire five years after the completion of the Business Combination or earlier upon the Company’s redemption or liquidation.



The Company may redeem the Public Warrants:



| | • | in whole and not in part;                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | at a price of $0.01 per warrant;                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and                                                                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | if, and only if, the last reported sale price (the “closing price”) of Common Stock equals or exceeds $18.00 per share
(as adjusted) for any 20 trading days within a 30-trading day period commencing at any time after the shares underlying the warrants
have been registered for issuance and ending on the third trading day prior to the date on which the Company sends the notice
of redemption to the warrant holders.



The Company will not redeem the Public
Warrants as described above unless a registration statement under the Securities Act covering the Common Stock issuable upon exercise
of the Public Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day
redemption period. Any such exercise would not be on a
cashless basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised.

F-14





The Warrants to be issued in the Private
Placement (“Private Placement Warrants”) will be identical to the Public Warrants, except that the Private Placement
Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or
saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.



In no event will the Company be required
to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and
the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect
to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with
the respect to such warrants. Accordingly, the warrants may expire worthless. As of June 30, 2022 and December 31, 2021, there
were no warrants outstanding.



Note 8 — Subsequent Events



The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to  November 1, 2022, the date that the financial statements were
issued. Based on this review, the Company did not identify any other subsequent events that would have required adjustment or
disclosure in the financial statements.

F-15











10,000,000 Units



Iron Horse Acquisitions Corp.



PROSPECTUS



Joint Book-Running Managers

|BTIG, LLC | EarlyBirdCapital, Inc.
|--------- | ----------------------



Until                    ,
2022 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or subscriptions.













PART II

INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.



The estimated expenses payable by us
in connection with the offering described in this registration statement (other than the underwriting discount and commissions)
will be as follows:



|SEC/FINRA expenses                     |  | $ | 60,508 
|-------------------------------------- |  | - | -------
|Accounting fees and expenses           |  |   | 75,000 
|Printing and engraving expenses        |  |   | 35,000 
|Legal fees and expenses                |  |   | 280,000
|Stock exchange listing and filing fees |  |   | 55,000 
|Miscellaneous                          |  |   | 244,492
|Total                                  |  | $ | 750,000



ITEM 14. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.



Our certificate of incorporation provides
that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law.



Section 145 of the Delaware General
Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.



“Section 145. Indemnification
of officers, directors, employees and agents; insurance.



| | (a) | A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the
person’s conduct was unlawful.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | A corporation shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall
deem proper.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Any indemnification under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification
of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person
who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

II-1





| | (f) | The indemnification and advancement of expenses provided by, or granted pursuant
to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person’s official capacity and as to action in another capacity while holding such office.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s
status as such, whether or not the corporation would have the power to indemnify such person against such liability under this
section.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (h) | For purposes of this section, references to “the corporation”
shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation
if its separate existence had continued.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | For purposes of this section, references to “other enterprises”
shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any
service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation”
as referred to in this section.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (j) | The indemnification and advancement of expenses provided by, or granted pursuant
to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (k) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear
and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s
obligation to advance expenses (including attorneys’ fees).”
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.



Paragraph B of Article Eighth of our
certificate of incorporation provides:



“The Corporation, to the full
extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative,
or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall
be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to
be indemnified by the Corporation as authorized hereby.”



Pursuant to the Underwriting Agreement
filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriter and the Underwriter has agreed
to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities
under the Securities Act.



We will enter into indemnification agreements
with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements
will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may
arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

II-2





ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.



| | (a) | During
                                         the past three years, we sold the following shares of common stock without registration
                                         under the Securities Act:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Stockholders                  |  | Number of Shares
|----------------------------- |  | ----------------
|Bengochea SPAC Sponsors I LLC |  | 5,750,000       



Such shares were issued in November
2021 in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act as the shares were sold to an accredited investor. The shares issued were sold for an aggregate offering price of $25,000 at
an average purchase price of approximately $0.004 per share. (Note that, as described elsewhere in this Registration Statement, 2,875,000 of these shares were surrendered in September 2022.)



We also issued 250,000 shares to BTIG,
LLC and EarlyBirdCapital, Inc. and their designees in December 2021 (125,000 of which were transferred to BTIG in August 2022)
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were issued to accredited
investors. The shares issued were issued with a value of $0.0001 per share.



The Company’s initial stockholders
and BTIG, LLC and EarlyBirdCapital, Inc. have also committed that they and/or their designees will purchase 5,000,000 warrants
at $1.00 per warrant (for an aggregate of $5,000,000). This purchase will take place on a private placement basis simultaneously
with the consummation of the initial public offering. These issuances will be made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.



No underwriting discounts or commissions
were paid with respect to such sales.



ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.



| | (10) | The following exhibits are filed as part of this Registration Statement:
| | ---- | ------------------------------------------------------------------------





|Exhibit
 No. |  | Description                                                                                                              
|------------ |  | -------------------------------------------------------------------------------------------------------------------------
|1.1          |  | Form
    of Underwriting Agreement.*                                                                                     
|3.1          |  | Certificate
    of Incorporation.*                                                                                       
|3.2          |  | Form
    of Amended and Restated Certificate of Incorporation.*                                                          
|3.3          |  | Bylaws.*                                                                                                                 
|4.1          |  | Specimen
    Unit Certificate.*                                                                                          
|4.2          |  | Specimen
    Common Stock Certificate.*                                                                                  
|4.3          |  | Specimen
    Warrant Certificate.*                                                                                       
|4.4          |  | Form
    of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*                    
|5.1          |  | Opinion
    of Jenner & Block LLP.*                                                                                      
|10.1         |  | Form
    of Letter Agreement from each of the Registrant’s officers, directors and initial stockholders.*                
|10.2         |  | Form
    of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
|10.3         |  | Promissory
    Note.*                                                                                                    
|10.4         |  | Form
    of Registration Rights Agreement.*                                                                              
|10.5.1       |  | Form
    of Subscription agreement for private warrants by initial stockholders.*                                        
|10.5.2       |  | Form
    of Subscription agreement for private warrants by BTIG, LLC and EarlyBirdCapital, Inc.*                         
|10.6         |  | Form
    of Stock Escrow Agreement.*                                                                                     
|10.7         |  | Form
    of Administrative Services Agreement.*                                                                          
|10.8         |  | Form
    of Indemnification Agreement.*                                                                                  
|14           |  | Code
    of Ethics.*                                                                                                     
|23.1         |  | Consent of Marcum LLP.                                                                                                   
|23.2         |  | Consent
    of Jenner & Block LLP (included in Exhibit 5.1).*                                                            
|24           |  | Power
    of Attorney (included on signature page of this Registration Statement).                                       
|99.1         |  | Audit
    committee charter.*                                                                                            
|99.2         |  | Compensation
    committee charter.*                                                                                     
|99.3         |  | Nominating
    and Governance Committee charter.*                                                                        
|107          |  | Registration fee table.                                                                                                  





*To be filed.

II-3





ITEM 17. UNDERTAKINGS.



| | (a) | The undersigned registrant hereby undertakes:
| | --- | ---------------------------------------------



| | (1) | To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
| | --- | ------------------------------------------------------------------------------------------------------------------------------



| | i. | To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
| | -- | -------------------------------------------------------------------------------------



| | ii. | To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information in the registration statement.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the offering.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | That for the purpose of determining any liability under the Securities Act
of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned registrant;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
| | ---- | -------------------------------------------------------------------------------------------------------------



| | (b) | The undersigned hereby undertakes to provide to the underwriter at the closing
specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter
to permit prompt delivery to each purchaser.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



| | (d) | The undersigned registrant hereby undertakes that:
| | --- | --------------------------------------------------



| | (1) | For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | For the purpose of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

II-4





SIGNATURES



Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in New York, New York, on the 1st day
of  November, 2022.



| |  | IRON HORSE ACQUISITIONS CORP.
| |  | -----------------------------
| |  | By:                          
| |  | Name:                        
| |  | Title:                       



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints each of Jose Bengochea and Jane Waxman /her true and lawful
attorney-in-fact, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and
all capacities to sign any and all amendments including pre- and post-effective amendments to this registration statement, any
subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact
or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.



Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.



|Name                                              |  | Position                                     |  | Date                
|------------------------------------------------- |  | -------------------------------------------- |  | --------------------
|/s/ Jose Bengochea                                |  | Chief Executive Officer                      |  | November
    1, 2022
|Jose Bengochea                                    |  | (Principal Executive Officer) and Director   |  |                     
|/s/Jane Waxman                                    |  | Chief Financial Officer and Director         |  | November
    1, 2022
|Jane Waxman                                       |  | (Principal Financial and Accounting Officer) |  |                     
|/s/ Brian Turner                                  |  | Chairman of the Board                        |  | November
    1, 2022
|Brian Turner                                      |  |                                              |  |                     
|/s/ William Caragol                               |  | Chief Operating Officer                      |  | November
    1, 2022
|William Caragol                                   |  |                                              |  |                     
|/s/ Scott
Morris                                  |  | Director                                     |  | November
    1, 2022
|Scott Morris
        
        /s/ Lisa Harrington |  | Director                                     |  | November
    1, 2022
|Lisa Harrington                                   |  |                                              |  |                     
|/s/Ken Hertz                                      |  | Director                                     |  | November
    1, 2022
|Ken Hertz                                         |  |                                              |  |                     
|/s/ James Findlay                                 |  | Director                                     |  | November
    1, 2022
|James Findlay                                     |  |                                              |  |                     

II-5