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Competition / Competitors In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, as well as operating businesses seeking acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. While we believe there should be numerous potential target businesses with which we could combine, our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore: • our obligation to seek stockholder approval of our initial business combination or obtain necessary financial information may delay the completion of a transaction; • our obligation to convert into cash shares of common stock held by our public stockholders who vote against the initial business combination and exercise their conversion rights may reduce the resources available to us for an initial business combination; • our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses; and • the requirement to acquire an operating business that has a fair market value equal to at least 80% of the balance of the trust account at the time of execution of a definitive agreement for our initial business combination (excluding deferred underwriting discounts and commissions of $7.0 million (or approximately $8.1 million if the over-allotment option is exercised in full)) could require us to acquire the assets of several operating businesses at the same time, all of which sales would be contingent on the closings of the other sales, which could make it more difficult to consummate the business combination. Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination.