What changed in this filing

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Item 1A. Risk Factors

2023-04-07 compared with 2022-03-30 · 115 added, 81 removed, 593 unchanged (25% of the section changed)

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In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

For risk factors related to the Merger, see the proxy statement/prospectus most recently filed by the Company with the SEC on January 13, 2023.

Risks Related to Our Business and Financial Position

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Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target business concerning our initial business combination and may be unable to complete our initial business combination.

We may be unable to complete our initial business combination.

If we fail to complete our initial business combination, we will never generate any operating revenues.

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therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States.

In the event that the Merger is not consummated, it is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

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If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the Trust Account, which may be less than $10.00 per ordinary share.

The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

While we offered our ordinary shares at an offering price of $10.00 per share and the amount in our trust account was initially $10.00 per public share, implying an initial value of $10.00 per public share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share.

The nominal purchase price paid by our sponsor for the Class B ordinary shares may significantly dilute the implied value of your Public Shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

While we offered our ordinary shares at an offering price of $10.00 per share and the amount in our Trust Account was initially $10.00 per Public Share, implying an initial value of $10.00 per Public Share, our sponsor paid only a nominal aggregate purchase price of $25,000 for the Class B ordinary shares, or approximately $0.003 per share.

As a result, the value of your Public Shares may be significantly diluted in the event we consummate an initial business combination.

Our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares to decline, while our public shareholders who purchased their shares in our initial public offering could lose significant value in their public shares.

Our sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares.

Our sponsor is likely to make a substantial profit on its investment in us even if we select and consummate an initial business combination that causes the trading price of our ordinary shares to decline, while our public shareholders who purchased their shares in our IPO could lose significant value in their Public Shares.

Our sponsor may therefore be economically incentivized to consummate an initial business combination with a riskier, weaker-performing or less-established target business than would be the case if our sponsor had paid the same per share price for the Class B ordinary shares as our public shareholders paid for their Public Shares.

We identified material weaknesses in our internal control over financial reporting.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this report, we identified a material weakness in our internal control over financial reporting related to our control around the interpretation and accounting for certain complex financial instruments issued by the Company, and the design and maintenance of our presentation of earnings per share.

On February 23, 2022, the Company’s audit committee concluded that the Company’s previously issued (i) audited balance sheet as of May 27, 2021 (the “Post IPO Balance Sheet”) and the audit report of WithumSmith+Brown, PC included in the Current Report on Form 8-K containing the Post IPO Balance Sheet, filed with the SEC on June 3, 2021;

(ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 7, 2021;

(iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021;

and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), should be restated to (a) classify all Class A ordinary shares subject to possible redemption in temporary equity, and (b) to, where applicable, restate its earnings per share calculation to allocate income and loss shared pro rata between the two classes of shares.

Our management has concluded that the control deficiency that resulted in these restatements constituted a material weakness as of December 31, 2021.

We have implemented a remediation plan, described under Item 9A, Evaluation of Disclosure Controls and Procedures, to remediate this material weakness but can give no assurance that the measures we have taken will prevent any future material weaknesses or deficiencies in internal control over financial reporting.

Even though we have strengthened controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

As described elsewhere in this report, we identified a material weakness in our internal control over financial reporting related to the recognition of a waiver of a portion of the underwriters’ commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering.

On March 30, 2023, the Company’s board of directors concluded that the Company’s previously issued (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 11, 2022 and (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 10, 2022, should be restated to recognize the extinguishment of a contingent liability allocated to Public Shares as an adjustment to the carrying value of the Public Shares subject to possible redemption.

Our management has concluded that the control deficiency that resulted in these restatements constituted a material weakness as of June 30, 2022, September 30, 2022, and December 31, 2022.

We have implemented a remediation plan, described under Item 9A, Evaluation of Disclosure Controls and Procedures, to remediate this material weakness but can give no assurance that the measures we have taken will remediate this material weakness or prevent any future material weaknesses or deficiencies in internal control over financial reporting.

Even though we are implementing measures to strengthen our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of such material weakness, the restatements described above, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements.

As a result of such material weakness and the restatement described above, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements.

As of the date of this Annual Report, we have no knowledge of any such litigation or dispute.

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Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process, and report financial information accurately and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation, investigations, or penalties;

negatively affect our liquidity, our access to capital markets, perceptions of our creditworthiness, our ability to complete acquisitions, or investor confidence in our financial reporting, any of which may require management resources or cause our share price to decline.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

We may not have sufficient liquidity to meet our anticipated obligations over the next year from the issuance of these financial statements.

We have until May 27, 2023 to consummate a business combination.

It is uncertain that we will be able to consummate a business combination by this time.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2023.

Risks Related to Our Proposed Initial Business Combination

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We may not be able to consummate our initial business combination within the required time period, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of the IPO.

We may not be able to find a suitable target business and consummate an initial business combination, such as the Merger, within 24 months after the closing of the IPO.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

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However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already

elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

It is intended that, if Rule 10b-18 would apply to purchases by our sponsor, directors, officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

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You will not be entitled to protections normally afforded to investors of many other blank check companies.

Because the net proceeds of the IPO are intended to be used to complete our initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws.

Because the net proceeds of the IPO are intended to be used to complete our initial business combination with a target business that had not been identified at the time of our IPO, we may be deemed to be a “blank check” company under the United States securities laws.

However, because we will have net tangible assets in excess of $5,000,000 upon the successful consummation of the IPO and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

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Among other things, this means our shares were immediately tradable following the IPO and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

We or one of our Affiliates may engage one or more of the IPO underwriters or one of their respective affiliates to provide additional services to us or our Affiliates, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction or as an underwriter in connection with an offering by another special purpose acquisition company that is competitive with ours.

The IPO underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination.

These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the IPO, including, for example, in connection with the sourcing and consummation of an initial business combination.

We or one of our Affiliates may engage one or more of the IPO underwriters or one of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing or as an underwriter in connection with an offering by another special purpose acquisition company that is competitive with ours.

We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation.

The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination.

The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction or other transactions may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

If we seek shareholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.

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The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the IPO, assuming that our initial business combination is not consummated during that time.

Of the funds available to us,

we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to advisors for our potential Merger or, if our Merger is not completed, to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

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Unlike some other similarly structured special purpose acquisition companies, our sponsor will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders).

This amount will include the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, but will exclude any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination, the Private Placement Shares, and any Private Placement Shares issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders).

This amount will include the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, but will exclude any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination, the Private Placement Shares, and any Private Placement Shares issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

This is different than some other similarly structured special purpose acquisition companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.

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Our other directors, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness are also directors of Fifth Wall Acquisition Corp.

As a result, any such other special purpose acquisition companies, businesses or investments, including without limitation investment funds or other vehicles, with which Fifth Wall and its Affiliates, and our officers and directors are involved, may present additional conflicts of interest in pursuing an initial business combination that you should be aware of.

additional conflicts of interest in pursuing an initial business combination that you should be aware of.

Please see “Item 10.

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II or Fifth Wall Acquisition Corp.

contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp.

III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp.

In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp.

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Business—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors.

of our officers or directors or (b) an entity or entities we know or should reasonably know are affiliated with a member of our sponsor owning at least 5% of the membership interests in the sponsor, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with (a) an entity or entities affiliated with our sponsor or any of our officers or directors or (b) an entity or entities we know or should reasonably know are affiliated with a member of our sponsor owning at least 5% of the membership interests in the sponsor, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

Moreover, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of Fifth Wall and/or one or more investors in Fifth Wall.

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If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require

additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.

If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account.

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The grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.

Pursuant to an agreement entered into in connection with the IPO, our sponsor (and/or our sponsor’s designees) and their permitted transferees can demand that we register the founder shares, the private shares, the underlying securities and any securities issued upon conversion of working capital loans.

Pursuant to an agreement entered into in connection with the IPO, our sponsor (and/or our sponsor’s designees) and their permitted transferees can demand that we register the Class B ordinary shares, the private shares, the underlying securities and any securities issued upon conversion of working capital loans.

We will bear the cost of registering these securities.

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In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholder of the target business may increase the equity stake they seek in the combined entity or

ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected to occur when the securities owned by our sponsor, holders of our private shares or their respective permitted transferees are registered.

Because we have not selected a particular business or specific geographic location or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

We may pursue an acquisition opportunity in any business industry or sector, but we intend to initially focus on those industries or sectors that complement our management team’s background.

This is because the shareholder of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected to occur when the securities owned by our sponsor, holders of our private shares or their respective permitted transferees are registered.

Because we are not limited to evaluating a particular business or specific geographic location or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.

In the event that the Merger is not consummated, we may pursue an alternative acquisition opportunity in any business industry or sector, but we intend to initially focus on those industries or sectors that complement our management team’s background.

Except for the limitations that a target business have a fair market value of at least 80% of the value of the Trust Account (excluding any taxes payable) and that we are not permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate.

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We may seek investment opportunities outside our management’s area of expertise and our management may not be able to adequately ascertain or assess all significant risks associated with the target company.

There is no limitation on the industry or business sector we may consider when contemplating our initial business combination.

We may therefore be presented with a business combination candidate in an industry unfamiliar to our management team, but determine that such candidate offers an attractive investment opportunity for our company.

In the event that the Merger is not consummated, there is no limitation on the industry or business sector we may consider when contemplating a proposed alternative initial business combination.

We may therefore be presented with an alternative business combination candidate in an industry unfamiliar to our management team, but determine that such candidate offers an attractive investment opportunity for our company.

In the event we elect to pursue an investment outside of our management’s expertise, our management’s experience may not be directly applicable to the target business or their evaluation of its operations.

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The loss of an acquisition target’s key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the consummation of our initial business combination cannot be ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that some members of the management team of an acquisition candidate will not wish to remain in place.

It is expected that the management of MIC will continue as the management of the post-Merger company.

Although we contemplate that certain members of MIC’s management team will remain associated with the business following the Merger, it is possible that some members of the MIC management team will not wish to remain in place.

Risks Related to Our Operations

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Since our sponsor, officers and directors will lose their entire investment in us if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On February 24, 2021, our sponsor paid $25,000 to cover for certain expenses and offering costs on behalf of the company in exchange for issuance of 4,312,500 founder shares.

On February 24, 2021, our sponsor paid $25,000 to cover for certain expenses and offering costs on behalf of the company in exchange for issuance of 4,312,500 Class B ordinary shares.

In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding.

All shares and associated amounts have been restated to reflect the share capitalization.

On May 24, 2021, our sponsor transferred 30,000 founder shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.

On May 24, 2021, our sponsor transferred 30,000 Class B ordinary shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.

Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after the IPO, excluding the Private Placement Shares.

The founder shares will be worthless if we do not complete an initial business combination.

The number of Class B ordinary shares issued was determined based on the expectation that such Class B ordinary shares would represent 20% of the outstanding shares after the IPO, excluding the Private Placement Shares.

The Class B ordinary shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor purchased an aggregate of 907,000 Class A ordinary shares, at a price of $10.00 per ordinary share in a private placement which occurred concurrently with the closing of the IPO for an aggregate purchase price of $9,070,000.

The Private Placement Shares are identical to the Class A ordinary shares sold in the IPO, subject to certain limited exceptions.

Our sponsor and our directors and executive officers have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination.

Our sponsor and our directors and executive officers have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any Class B ordinary shares in connection with a shareholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director.

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Certain shares beneficially owned by our officers and directors will not participate in liquidating distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

Our sponsor has agreed to (i) waive its redemption rights with respect to its founder shares and (ii) waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to consummate an initial business combination within 24 months from the closing of the IPO.

Our sponsor and our directors and executive officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they have acquired during the IPO or may acquire afterwards in connection with the completion of our initial business combination.

Our sponsor has agreed to (i) waive its redemption rights with respect to its Class B ordinary shares and (ii) waive its rights to liquidating distributions from the Trust Account with respect to its Class B ordinary shares if we fail to consummate an initial business combination within 24 months from the closing of the IPO.

Our sponsor and our directors and executive officers have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B ordinary shares and any Public Shares they have acquired during the IPO or may acquire afterwards in connection with the completion of our initial business combination.

However, if our sponsor, directors or executive officers acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to consummate an initial business combination within 24 months from the closing of the IPO.

Accordingly, the founder shares will be worthless if we do not consummate our initial business combination.

Accordingly, the Class B ordinary shares will be worthless if we do not consummate our initial business combination.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.

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This lack of diversification may negatively impact our operations and profitability.

The net proceeds from the IPO and the sale of the private shares (excluding $1,000,000 of net proceeds that were not deposited in the trust account) have provided us with approximately $275,000,000 that we may use to complete our initial business combination, after payment of the deferred underwriting discount and offering expenses of approximately $16,100,000.

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously.

The net proceeds from the IPO and the sale of the private shares (excluding $1,000,000 of net proceeds that were not deposited in the Trust Account) have provided us with approximately $275,000,000 that we may use to complete our initial business combination.

In the event that the Merger is not consummated, we may effectuate our initial business combination with a single target business or multiple target businesses simultaneously.

However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

By consummating our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

By consummating our initial business combination with only a single entity, our lack

of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities, which may have the resources to complete several business combinations in different industries or different areas of a single industry.

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Our placing of funds in the Trust Account may not protect those funds from third party claims against us.

Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective partner businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account.

agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our founders will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our founding team believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

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We may attempt to simultaneously consummate business combinations with multiple prospective targets, which may hinder our ability to consummate our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the initial business combination.

In the event that the Merger is not consummated, and we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete the initial business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

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In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

By definition, very little public information exists about private companies, and we could be required to make our decision on whether

to pursue a potential initial business combination on the basis of limited information, which may result in our initial business combination with a company that is not as profitable as we suspected, if at all.

By definition, very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in our initial business combination with a company that is not as profitable as we suspected, if at all.

We may not be able to maintain control of a target business after our initial business combination.

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We will require public shareholders who wish to redeem their ordinary shares in connection with a proposed business combination, or an amendment to our amended and restated memorandum and articles of association to effect the substance or timing of their redemption obligation if we fail to timely complete a business combination, to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

combination or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

We will require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the business combination or amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our redemption obligation to redeem all Public Shares if we cannot complete an initial business combination or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request.

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If we are unable to complete our initial business combination, our public shareholders may only receive $10.00 per ordinary share or even less on our redemption.

Although we believe that the net proceeds of the IPO will be sufficient to allow us to consummate our initial business combination, because we have not yet identified a prospective target business we cannot ascertain the capital requirements for any particular transaction or our costs to identify and consummate a transaction and to operate the target business.

If the net proceeds of the IPO prove to be insufficient for one or more reasons including the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination, or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.

We believe that the net proceeds of the IPO will be sufficient to allow us to consummate our initial business combination.

If the Merger is not completed, we could target business combination targets with enterprise values that are greater than we could acquire with the net proceeds of our IPO and the sale of Private Placement Shares.

for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination, or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.

Financing may not be available on acceptable terms, if at all.

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In addition, even if we do not need additional financing to consummate our initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material

adverse effect on the continued development or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

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Our sponsor owns approximately 21.7% of our issued and outstanding ordinary shares.

Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.

Accordingly, it may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.

If we or our sponsor purchase any additional ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control.

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a decreased ability to issue additional securities or obtain additional financing in the future.

On February 13, 2023, we were notified by Nasdaq that we are not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires us to have at least 300 public holders for continued listing on Nasdaq.

On March 23, 2023, the Company submitted a plan to Nasdaq to regain compliance with the Minimum Public Holders Rule.

If such plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date we received the notice from Nasdaq for the company to evidence compliance.

There can be no assurance that we will be able do so within the prescribed periods, or at all.

Failure to regain compliance with the Nasdaq listing requirements would result in the de-listing of our securities from Nasdaq, and subject us to the risks described above.

Because we must furnish our shareholders with target business financial statements prepared in accordance with U.S.

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Compliance obligations under the Sarbanes-Oxley Act of 2002 may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022.

The fact that we are a

blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to all public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we evaluate and report on our system of internal controls beginning with this Annual Report.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to all public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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Shareholders of Cayman Islands exempted companies like the company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies.

Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate

records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.

Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.

This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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Our letter agreement with our sponsor, executive officers and directors may be amended without shareholder approval.

Our letter agreement with our sponsor, executive officers and directors contain provisions relating to transfer restrictions of our founder shares and Private Placement Shares, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account.

Our letter agreement with our sponsor, executive officers and directors contain provisions relating to transfer restrictions of our Class B ordinary shares and Private Placement Shares, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The letter agreement may be amended without shareholder approval.

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We may effect our initial business combination with a company located outside of the United States.

If we effect our initial business combination with a company located outside of the United States, we would be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

In the event that the Merger is not consummated, and we effect our initial business combination with a company located outside of the United States, we would be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

rules and regulations or currency redemption or corporate withholding taxes on individuals;

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Currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

In the event that the Merger is not consummated, and we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

9 unchanged sentences

As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business and business opportunities.

We may be subject to U.S.

foreign investment regulations which may impose conditions on or limit certain investors’ ability to purchase our securities or otherwise participate in an initial business combination, potentially making the securities less attractive to investors.

Our future investments in U.S.

companies may also be subject to U.S.

foreign investment regulations.

Investments that involve the acquisition of, or investment in, a U.S.

business by a non-U.S.

investor may be subject to U.S.

laws that regulate foreign investments in U.S.

businesses and access by foreign persons to technology developed and produced in the United States.

These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R.

Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).

CFIUS is an interagency committee authorized to review certain transactions involving acquisitions and investments in the U.S.

by foreign persons in order to determine the effect of such transactions on the national security of the U.S.

CFIUS has jurisdiction to review transactions that could result in control of a U.S.

business directly or indirectly by a foreign person, certain non-controlling investments that afford the foreign investor non-passive rights in a “TID U.S.

business” (defined as a U.S.

business that (1) produces, designs, tests, manufactures, fabricates, or develops one or more critical technologies;

(2) owns or operates certain critical infrastructure;

or (3) collects or maintains directly or indirectly sensitive personal data of U.S.

citizens), and certain acquisitions, leases, and concessions involving real estate even with no underlying U.S.

Certain categories of acquisitions of and investments in a U.S.

business also may be subject to a mandatory notification requirement.

The Company and our Sponsor are each a Cayman Islands exempted company.

The Sponsor is controlled by its managing members, Andriy Mykhaylovskyy and Brendan Wallace, each U.S.

Founder Investor, a British Virgin Islands company, holds a 25% economic interest in Sponsor;

however such interest does not have any voting or investment control rights with respect to the Sponsor or the securities it holds in the Company.

If CFIUS considers (a) the Company a “foreign person” under such rules and regulations and/or Sponsor as having control of the post-combination company under such rules and regulations and (b) the proposed business combination target a U.S.

business that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review.

If the initial business combination falls within the scope of foreign ownership restrictions, we may be unable to consummate such business combination.

In addition, if the initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

CFIUS may decide to block or delay the initial business combination, impose conditions to mitigate national security concerns with respect to the initial business combination, order us to divest all or a portion of a U.S.

business of the post-combination company if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied.

The foreign ownership limitations, and the potential impact of CFIUS, may prevent us from consummating the initial business combination.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination.

If we cannot complete our initial business combination by May 27, 2023 because the review process extends beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S.

government entity, we may be required to liquidate.

If we liquidate, holders of Class A ordinary shares may only receive $10.00 per ordinary share or even less on our redemption.

This will also cause you to lose the investment opportunity in the initial business combination target and the chance of realizing future gains on your investment through any price appreciation in the post-combination company.

Unresolved Staff Comments

Our executive offices are located at 6060 Center Drive, 10th Floor, Los Angeles, CA 90045.

We have entered into an administrative support agreement with an affiliate of our sponsor pursuant to which we have agreed to pay the sponsor affiliate a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to us.

Legal Proceedings

Mine Safety Disclosures

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-K

Item 1A. Risk Factors