Risk Factors.
−Removed: Factors that could cause our actual results to differ materially from those in this quarterly report are any of the risks described in our annual report on Form 10-K for the year ended December 31, 2021.
+Added: Factors that could cause our actual results to differ materially from those in this quarterly report are any of the risks described in our annual report on Form 10-K for the year ended December 31, 2021 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 filed with the SEC.
Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.
−Removed: As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2021, except for the below:
−Removed: Changes in laws or regulations, or a failure to comply with any laws and regulations, may materially and adversely affect us, including our ability to negotiate and complete our initial business combination.
−Removed: We are subject to laws and regulations enacted by national, regional and local governments.
−Removed: In particular, we are and will be required to comply with certain SEC and other legal requirements.
−Removed: Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.
−Removed: Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on, among other things, our ability to negotiate and complete our initial business combination.
−Removed: For example, on March 30, 2022, the SEC announced the proposal of new rules and amendments concerning special purpose acquisition companies (“SPACs”) such as the Company that, if adopted, would, among other things:
−Removed: (i) require SPACs to include additional and/or enhanced disclosure about conflicts of interest, compensation paid to sponsors, sources of dilution, and the fairness of proposed business combination transactions in certain instances, (ii) amend the financial statement requirements applicable to business combination transactions involving shell companies, including SPACs, (iii) prohibit SPACs from taking advantage of the liability safe harbor in the Private Securities Litigation Reform Act of 1995 regarding forward-looking statements in SEC filings and with respect to business combination transactions, (iv) deem underwriters (as defined under the Securities Act) in a SPAC’s initial public offering to be underwriters in any subsequent de-SPAC transaction when certain conditions are met and (v) implement new and more onerous requirements regarding the use of financial projections in filings with the SEC, including in connection with SPAC business combination transactions.
−Removed: There can be no assurance as to if or when the new proposed rules and amendments will be adopted by the SEC or, if adopted, as to any changes that may be made to such proposed rules and amendments prior to their adoption or as to when the new rules and amendments would become effective, or whether any of the proposed rules will adversely affect the likelihood of SPACs, including us, being able to consummate their initial business combinations.
+Added: As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2021 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 filed with the SEC, except for the below:
+Added: A new 1% U.S.
+Added: federal excise tax could be imposed on us in connection with redemptions.
+Added: On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.
+Added: The IRA provides for, among other things, a new U.S.
+Added: federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.
+Added: corporations and certain U.S.
+Added: subsidiaries of publicly traded non-U.S.
+Added: corporations (each, a “covered corporation”).
+Added: Because we are a Delaware corporation and our securities are trading on the New York Stock Exchange, we are a “covered corporation” for this purpose.
+Added: The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased.
+Added: The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.
+Added: However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.
+Added: In addition, certain exceptions apply to the excise tax.
+Added: Department of Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax.
+Added: The IRA applies only to repurchases that occur after December 31, 2022.
+Added: If a Business Combination is completed on or before December 31, 2022, we would not be subject to the excise tax as a result of stockholders exercising their redemption rights.
+Added: However, if such Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax.
+Added: Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, (ii) the nature and amount of the equity issued in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination), and (iii) the content of regulations and other guidance from the U.S.
+Added: Department of the Treasury.
+Added: In addition, because the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.
+Added: The foregoing could cause a reduction in the cash available on hand to complete the Business Combination.
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.