A SPAC is a newly created company that uses a combination of IPO proceeds and additional financing (PIPEs have been common in recent times) to fund the acquisition of a private operating company. The proceeds raised in the IPO are placed in a trust account while the SPAC’s management team seeks to complete an acquisition of an existing operating company (“target”), generally in a specific industry or geography, within the period stated in the SPAC’s governing documents (typically, 18 to 24 months). If the SPAC successfully completes an acquisition, the private operating company target succeeds to the SPAC’s public filing status and, as a result, the target effectively becomes a public company. If the SPAC is unable to complete an acquisition in the allotted timeframe, the cash held in its trust account is returned to its investors unless the SPAC extends its timeline via a proxy process.

Entities with characteristics similar to those of SPACs have existed for decades in various iterations as “blank check companies” or “public shells.” The term “SPAC” was coined in the 1990s, with sponsors focusing on the technology, media, and health care industries. Since then, the popularity of SPAC offerings has ebbed and flowed, depending on economic conditions, trends in capital, and the general health of the IPO market. For example, SPACs gained popularity in the oil and gas industry in the mid-2010s as depressed commodity prices drove investors toward experienced management teams that were increasingly likely to find existing operating companies or mineral rights for a discount. The number of SPAC IPOs has increased steadily since 2013, and 2020 has been a banner year in terms of the volume and size of SPAC IPOs.

Consultia has a team of professionals with experience advising companies throughout the life cycle of the SPAC process

Consultia has understood some critical limitation a vast majority of small & medium sized enterprises (SME) are experiencing specially in Latin-America and Europe, for being audited by companies qualified by the PCAOB (Public Company Accounting Oversight Board), and because our goal is providing real solution for real SMEs we designed a new product, which may be applicable to those enterprises with no fully audited financials.

These non-audited companies have also an opportunity for getting access to the stock market, and therefore been able to get financed under different financial tools, among others but not limited to, convertible promissory notes.

For better understanding, the following are, among others but not limited to, the differences between a fully reporting (SEC)publicly held company and a non-reporting one:

• Costs of regulatory compliance for a non-reporting company are much less and far more variable: (a)their financials do not need to be audited; (b) the detail presented in the financials may be summarized/simplified and presented in alternative ways, reducing cost; (c) material event disclosure is less strict meaning less cost incurred in for the writing and filing of reports and many events that have to be filed by a fully-reporting company do not need to be filed by a non-reporting one; (d) quarterly attorney fees for quarterly reports are much less and overall legal compliance costs are much less; (d) annual exchange costs are less and there is no minimum stock price that must be maintained.
• Management of a non-reporting company is held to less strict regulatory standards than that of a fully reporting one. For example, some items that would be criminal offenses if committed by a fully-reporting company executive would be civil offenses for a non-reporting company executive wherein he/she would only be subject to penalty and/or fine.
• Because a non-reporting company's financials are not audited by a firm that is a member of the PCAOB, institutional investors (e.g., banks, mutual funds, etc.) are not allowed to trade their stocks, meaning that trading volumes normally are lower, meaning less liquidity in the stock's itself, which can effect the non-reporting company's ability to borrow funds under a convertible promissory note.
• Non-reporting companies generally have less availability to borrowing that fully-reporting companies, although when they do borrow, the disclosure requirements to regulators and shareholders of any such loan are more general and many terms and conditions of such loans are not required to be disclosed as with a fully-reporting company.

Consultia has designed a road for small & medium sized enterprises (SMEs) to enter the stock exchange, such as the OTC Market in the U.S. Or, if the SME is in compliance with requirements from NASDAQ, NYSE, and others, to those markets as well.

For this purpose, we have built a turnkey and custom-made process for SMEs, based on their specific characteristics and challenges, developed with complete knowledge of different SME's idiosyncrasies, possibilities, and needs.

When going public with our assistance:

• The owner of the SME keeps full political control of their company.
• Based on the SME's performance, it may qualify for funding for projects appropriate to the local market and for working capital investments.
• Based on compliance with stock-market regulators' rules, we have a way to provide cash-out on owners' common stock, which is usually highly difficult for SMEs otherwise.

We are prepared to advise our customers throughout the entire process, as well as provide assistance in listing the SME. We can lead the SME in the process of becoming a listed company, quoting and operating in the public stock markets, and at the same time we act as an interface with different investment groups familiar with penny-stock financing or higher levels if the company qualifies.

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Countries can better manage population increases and attendant economic activity in the coming decades by investing in infrastructure - either new construction or rebuilding. Minimizing local costs will enhance countries' attractiveness for new businesses and investments.

While the statement above is obvious, a significant number of even developed countries - and their economies - are suffering from obsolete and/or lack of necessary infrastructure.

We have built a network of very experienced and large companies with impressive track records that may be the perfect liaisons for local Small and Medium sized Enterprises, or SMEs.

Large companies have history, experience, and the strenght to deal with these types of challenges. On the other hand, local SMEs have experience in the field, an understanding of the local business and political culture, and generally speaking can help larger companies navigate the "learning process," which can be costly and inefficient.

Large companies have the technology, strong technical support and most of the resources needed for a significant infrastructure deployment. While the local SMEs have significantly lower operational expenses, and qualified professionals strongly skilled at local logistics and a familiarity with the economic environment.

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For many years, Consultia's officers have been involved in environmental remediation solutions. As a consequence of our personal involvement, we have been able to test multiple different technologies, some of them failed and others surpassed rigorous testing, and those survivors are ready to link with SMEs for jointly providing solutions to the local economies.

The premise that man resides within a bounded and closed natural environment, an environment with relatively fixed dimensions, has been discussed in many forms for at least three centuries. However today humanity has made little progress solving the environmental crisis that the entire world is facing.

At Consultia we strongly believe that without development that's environmentally sustainable, any economic growth subsequently creates substantial environmental liabilities. In the end,any progress gained is quite relative, if it should be considered progress at all.

With all of the above in mind, we are ready for local SMEs to become the main players in solving environmental liabilities and consequently providing a safe road forward for real, sustainable economic growth.

We have seen several places were poor environmental conditions have taken the lives of many people, of course people in the lower socio-economic strata suffer the worst, therefore we believe that solving environmental problems is also part of social justice.

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