Our Management Team Our management team is led by Matthew Kearney, our Chairman of the Board and Chief Executive Officer and Young Cho, our Chief Financial Officer who have extensive experience as private equity investors and as C-level executives in a variety of industries including media, financial institutions, and fintech. Matthew Kearney, our Chief Executive Officer and a member of our board of directors, has over 30 years of experience as an investor, Chief Executive Officer, Executive Chairman, and Board member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity, technology and wealth management. Mr. Kearney has previously been an investor and involved in leadership positions of a number of companies including a special purpose acquisition company. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical Engineering from Manchester University, and C.Eng. (RAeS). Young Cho, our Chief Financial Officer, has a wide range of experience in the banking and fintech industries. Most recently, Mr. Cho has served in CIO and CFO positions at a select group of early stage cryptocurrency companies. Before getting involved in crypto startups, Mr. Cho held several investment banking positions and was a co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven strategies based in Hong Kong. Mr. Cho has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from Cornell, and a MPA in Economic Policy Management from Columbia. We believe we will greatly benefit from the experiences of our executive officers and directors as we seek to identify and consummate an initial business combination. Our team has extensive experience in the financial services sector as investors, managers, principals, advisors or directors of companies operating in the technology sector. They also have extensive experience in identifying, negotiating with and conducting due diligence on companies targeted for acquisition and consummating acquisitions in the technology sector. Prior to the consummation of our initial business combination, we intend to leverage the industry experience of our executive officers and board, including their extensive contacts, relationships and access to acquisition opportunities. While our management team does have experience pursuing an acquisition on behalf of a blank check company, past performance by our management team is not a guarantee of success with respect to locating a target business to acquire or any business combination we may consummate. The past performance of the members of our management team or their affiliates 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. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance. 2 As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our Competitive Advantage The relationship network, sourcing, valuation, diligence and execution capabilities of our team should provide us what we believe to be a significant and attractive pipeline of opportunities. Our competitive strengths include: ·Significant Technology Sector Expertise. Our management team, board of directors and advisors have spent the majority of their careers working with and building technology companies. Due to the team’s prolific investment experience in these areas, we have developed a deep understanding of these sectors and an ability to identify technologies that are on the forefront such as mobile infrastructure, media, and blockchain technologies. This extensive market knowledge has a meaningful impact on our team’s investment decisions and how we identify attractive opportunities with visionary businesses. ·Extensive Investment and Operational Experience. We meticulously built our executive management team, board of directors and advisory board with personnel in the technology sector with notable experience across various operational, financial, private investment, c-suite and board-level roles. ·Leverage Our Network to Identify Investment Opportunities. We intend to capitalize on our management team’s domain expertise acquired through decades of strategic deal-making in the technology sector. We believe our management’s deep network of CEO-level and other C-suite/board relationships in addition to pre-eminent private and public market investors will present us with a substantial number of potential business combination targets. · Leading Family Office Sponsor. Dominion Capital LLC is the manager of our sponsor and is a U.S. investment advisory firm that was founded over a decade ago by serial technology entrepreneurs and finance professionals. Since then they have invested in hundreds of companies, from early stage startups to multibillion dollar public companies, venture capital, private equity, real estate, and blockchain. Dominion Capital’s capital market experience, as well as deep relationships with CEOs, founders, directors and venture capital funds provides us with a proprietary avenue for sourcing target businesses. ·A.G.P. is a Leading Shareholder that Brings Deal Flow and Extensive Understanding of Capital Markets and Public Market Investors. We will be supported by A.G.P. and its team of investment banking professionals, each of whom have meaningful transaction experience, including corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, and operations. A.G.P. has developed an extensive network of contacts and corporate relationships which we believe will provide us with an important source of initial business combination opportunities. A.G.P. is a leading advisor to public company boards of directors and executives, including technology companies, on matters of public markets capital raising, corporate strategy, and M&A. We believe that the significant knowhow of A.G.P. will allow us to effectively gauge target companies that possess a readiness for being public, as well as to support their executives in the process of going public. Our Business Strategy Our management team’s objective is to generate attractive returns and create value for our shareholders by applying a disciplined strategy of identifying attractive investment opportunities that could benefit from the addition of capital, liquidity, and management expertise. We will leverage our management team’s broad network of potential proprietary and public transaction sources to find an opportunity where their expertise could effect a positive transformation of the existing business to improve the overall value proposition while maximizing shareholder value. We believe successful special purpose acquisition companies require a differentiated story to make a business combination attractive for potential sellers of businesses who become partners in a public markets context. 3 We believe that our team will be an attractive partner given our proven track record of both operational and financial success in small and medium sized public companies and our deep understanding of how to navigate complicated shareholder and capital markets dynamics in a small and mid-cap context. Business Combination Criteria Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity. ·U.S. or International Private Technology Company. We will seek to acquire a private company domiciled either in the United States or internationally primarily focused on the technology sector. ·Emerging Growth Stories. We will seek to acquire a business that has (i) a strong competitive advantage that will enable them to outpace their peers in terms of earnings and stock performance, (ii) a record of strong growth in sales and (iii) a large target addressable market that is growing quickly. ·Growth opportunities through capital investment. We intend to seek candidates who will benefit from additional capital investment through a business combination with a public vehicle. ·Strong management teams with a proven track record. We intend to seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial abilities of our management and board will help potential target company to unlock opportunities for future growth and enhanced profitability. ·Opportunities for Add-On Acquisitions. We will seek to acquire a business that we can grow both organically and through acquisitions. In addition, we believe that our ability to source proprietary opportunities and execute such transactions will help the business we acquire grow through acquisition, and thus serve as a platform for further add-on acquisitions. ·Being a Public Company. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. ·Focus on Risk-Adjusted Return. We intend to acquire a company that we believe can offer attractive risk-adjusted return on investments for our stockholders. 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 that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission (or the SEC). Initial Business Combination Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the fee payable to A.G.P. upon a business combination as described in “Underwriting – Conflicts of Interest” and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, 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. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. 4 We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will 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 (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, shares or other equity interests of a target. In this case, we would 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 issued and 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. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Private Placements On March 26, 2021, our sponsor, along with certain of our directors and officers and the representative of the underwriters purchased 4,312,500 of our common shares for an aggregate purchase price of $25,000, which includes 1,265,000 representative shares issued to A.G.P., and which serve as part of the underwriting compensation for this offering. Such shares are referred to herein as “founder shares” or “insider shares,” and include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the over-allotment option is not exercised in full or in part so that our initial stockholders (including the representative) will collectively own 20% of our issued and outstanding shares after this offering. None of our initial stockholders has indicated any intention to purchase public units in this offering. 5 The founder shares are identical to the public shares. However, our initial stockholders, including the representative, have agreed (A) to vote their founder shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 18 months of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including founder shares into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. On the date of this prospectus, the founder shares will be placed into an escrow account maintained by American Stock Transfer & Trust Company, LLC acting as escrow agent. The founder shares will not be transferred, assigned, sold or released from escrow, other than in the case of a permitted transfer described below, until the earlier of (A) one year after the date of the consummation of our initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after an initial business combination that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other properties. Notwithstanding the foregoing, all of the founder shares will be released from the escrow account if (1) the last reported sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we complete a transacti