What changed in this filing

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Item 1A. Risk Factors

2022-11-07 compared with 2022-08-12 · 70 added, 8 removed, 1 unchanged (99% of the section changed)

As of the date of this Quarterly Report on Form

10-Q, there have been no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form

10-K for the fiscal year ended December 31, 2021 other than the risk factor below.

Foreign jurisdictions may consider us as

operating in their jurisdiction, thus subjecting us to potential tax liabilities in such jurisdictions.

Certain foreign jurisdictions may assert that we are a corporation operating in their jurisdiction, and thus, subject to tax in such jurisdiction.

Should such an assertion be made, we would expend significant resources to appeal such an assertion, which appeal may or may not be successful.

In the event that we are found to be a corporation subject to tax in a foreign jurisdiction or jurisdictions, we may be required to pay

taxes in such jurisdiction or jurisdictions, which would result in a significant expense to us.

10-Q, there have been no material changes to the risk factors disclosed in Part II, Item 1A.

Risk Factors, of our Quarterly Report on Form

10-Q for the quarter ended June 30, 2022 other than the risk factor below.

If we are deemed to be an investment

company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination

and instead be required to liquidate the Company.

To mitigate the risk of that result, on or prior to the 24-month anniversary of the

effective date of the registration statement relating to our IPO, we may instruct Continental Stock Transfer & Trust Company to liquidate

the securities held in the Trust Account and instead hold all funds in the Trust Account in cash.

As a result, following such change,

we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the dollar amount that our

public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the Trust Account

had remained in U.S.

government securities or money market funds.

On March 30, 2022, the SEC issued proposed

rules (the “SPAC Rule Proposals”), relating, among other things, to circumstances in which SPACs such as us could potentially

be subject to the Investment Company Act and the regulations thereunder.

The SPAC Rule Proposals would provide a safe harbor for such

companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that

a SPAC satisfies certain criteria.

To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time

period to announce and complete a de-SPAC transaction.

Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require

a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business

combination no later than 18 months after the effective date of the registration statement for its initial public offering.

would then be required to complete its initial business combination no later than 24 months after the effective date of the registration

statement for its initial public offering.

We understand that the SEC has recently been taking informal positions regarding the Investment

Company Act consistent with the SPAC Rule Proposals.

There is currently uncertainty concerning

the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business

combination within the proposed time frame set forth in the proposed safe harbor rule.

As indicated above, we completed our IPO in March

23, 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business combination

since such time (or approximately 18 months after the effective date of our IPO, as of the date of this Quarterly Report).

deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an

initial business combination and instead be required to liquidate the Company.

If we are required to liquidate the Company, our investors

would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in

the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust Account have, since

our IPO, been held only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds investing

solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

September 30, 2022, amounts held in Trust Account included approximately $1.9 million of accrued interest.

To mitigate the risk of us

being deemed to have been operating as an unregistered investment company under the Investment Company Act, we may, on or prior to the

24-month anniversary of the effective date of the registration statement relating to our IPO, or March 17, 2023, instruct Continental

Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S.

government treasury obligations

or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank

accounts) until the earlier of the consummation of a business combination or our liquidation.

Following such liquidation of the assets

in our Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the

dollar amount our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in

the Trust Account had remained in U.S.

government securities or money market funds.

This means that the amount available for redemption

will not increase in the future.

In addition, even prior to the 24-month anniversary

of the effective date of the registration statement relating to our IPO, we may be deemed to be an investment company.

The longer that

the funds in the Trust Account are held in short-term U.S.

government securities or in money market funds invested exclusively in such

securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company,

in which case we may be required to liquidate.

Accordingly, we may determine, in our discretion, to liquidate the securities held in the

Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would

further reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors