Item 1B. Unresolved Staff Comments
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We are a SPAC with no business operations. Our current cybersecurity risk management program is thus intended to protect the confidentiality, integrity, and availability of our information systems and data, support our obligations under U.S. federal securities laws, and reflect our limited pre-business-combination operations. We maintain a risk-based cybersecurity risk management program that is appropriately scaled to our size, complexity, and limited operations as a SPAC. The program includes:
●
Identification of cybersecurity risks associated with third-party service providers, including administrators, transfer agents, legal advisors, auditors, and financial advisors;
●
Periodic assessment of cybersecurity risks related to financial reporting systems, investor data, and transaction-related information;
●
Use of contractual protections and access controls to safeguard sensitive information; and
●
Integration of cybersecurity considerations into the Company’s enterprise risk management and business combination evaluation processes.
Consistent with our limited operational footprint, we rely primarily on administrative and contractual controls, including:
●
Role-based access controls and least-privilege principles for Company information;
●
Secure handling and transmission of confidential and material non-public information;
●
Oversight of document management and virtual data room security used in connection with potential business combinations;
●
Backup and retention practices for critical corporate and financial records; and
●
Physical and logical security measures implemented by third-party service providers.
Given our reliance on third-party service providers, we manage cybersecurity risk by:
●
Conducting reasonable diligence on third-party service providers’ cybersecurity practices;
●
Including appropriate confidentiality, data protection, and cybersecurity provisions in material contracts;
●
Monitoring third-party relationships for material cybersecurity risks; and
●
Considering cybersecurity risk as part of the due diligence process for any initial business combination.
We also maintain incident response procedures scaled to our operations, which are designed to:
●
Assess and contain cybersecurity incidents;
●
Escalate potentially material incidents to senior management and our board of directors;
67
●
Coordinate with legal counsel and third-party experts as appropriate; and
●
Evaluate whether any incident requires public disclosure under applicable securities laws.
We evaluate cybersecurity risks and incidents to determine whether disclosure is required under applicable securities laws and stock exchange rules. Any material cybersecurity incident must be disclosed in a timely manner in accordance with SEC rules.
As of the date of this Annual Report, we do not believe that any risks from cybersecurity threats, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. Despite our security measures, however, there can be no assurance that we, or third parties with which we interact, will no t experience a cybersecurity incident in the future that will materially affect us.
Governance
Our board of directors has ultimate oversight responsibility for cybersecurity risk. In light of our limited operations prior to the consummation of an initial business combination, our board of directors (or the audit committee of our board of directors, if so delegated by our board of directors) is tasked with:
●
Receiving periodic updates from management regarding cybersecurity risks relevant to our operations and third-party service providers;
●
Reviewing material cybersecurity risks and any material cybersecurity incidents;
●
Overseeing management’s processes for assessing cybersecurity risks associated with potential business combination targets; and
●
Overseeing compliance with applicable cybersecurity disclosure obligations under the U.S. federal securities laws.
We currently have minimal internal information technology infrastructure. Management, including our Chief Executive Officer or another designated executive officer, is responsible for coordinating cybersecurity risk management, including oversight of third-party service providers, advisors, and vendors that support our operations.