What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-05-19 compared with 2022-11-10 · 29 added, 103 removed, 5 unchanged (96% of the section changed)

As of the date of this Quarterly Report, other

than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) IPO Registration

Statement, (ii) Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 1, 2022, and (iii) Quarterly

Reports on Form 10-Q for the periods ended March 31, 2022 and June 30, 2022, as filed with the SEC on May 16, 2022 and August 12, 2022,

respectively.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial

As of the date of this Quarterly Report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) IPO Registration Statement, (ii) Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, and (iii) Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022, as filed with the SEC on May 16, 2022, August 12, 2022, and November 10, 2022, respectively.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination.

may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

A new 1% U.S.

federal excise tax could

be imposed on us in connection with redemptions by us of our shares in connection with a Business Combination or other stockholder vote

pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).

On August 16, 2022, the IR

Act was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases

(including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly

traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares

are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

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.

In addition, certain exceptions

apply to the excise tax.

Department of the Treasury (the “Treasury Department”) has been given authority to provide

regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases

that occur after December 31, 2022.

Any redemption or other repurchase

that occurs after December 31, 2022, in connection with a Redemption Event may be subject to the excise tax.

Whether and to what extent

we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair

market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure of the Business Combination,

(iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise

issued not in connection with the Redemption Event but issued within the same taxable year of the Business Combination) and (iv) the

content of regulations and other guidance from the Treasury Department.

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.

The foregoing could cause

a reduction in the cash available on hand to complete a Business Combination and in our ability to complete a Business Combination.

To mitigate the risk that we might be deemed

to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities

held in the Trust Account and instead to hold the funds in the Trust Account in cash items until the earlier of the consummation of our

initial Business Combination or our liquidation.

As a result, following the liquidation of securities in the Trust Account, we would

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

would receive upon any redemption or liquidation of the Company.

funds in the Trust Account have, since our initial public offering, 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.

However, to mitigate the risk of us being deemed to be an unregistered investment company

(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment

Company Act, we may, at any time, 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 as cash items until the earlier of the consummation of our initial Business Combination or the liquidation of the

Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account.

interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any.

As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds

in the Trust Account in cash items would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation

of the Company.

In the event that we may be deemed to be an investment company, we may be required to liquidate the Company.

We may not be able to complete an initial

Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review

or approval by regulatory authorities pursuant to certain U.S.

or foreign laws or regulations.

Certain acquisitions or Business

Combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S.

or foreign laws or regulations.

In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time

that would permit an initial Business Combination to be consummated with us, we may not be able to consummate a Business Combination

with such target.

other things, the U.S.

Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than

a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee.

We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination.

In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, instability in the U.S.

and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession.

A significant downturn in economic conditions may make it more difficult for us to consummate a Business Combination.

We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry.

If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, operating results and our ability to consummate a Business Combination could be adversely affected.

For example, in January 2023, the outstanding national debt of the U.S.

government reached its statutory limit.

Department of the Treasury (the “Treasury Department”) has announced that, since then, it has been using extraordinary measures to prevent the U.S.

government’s default on its payment obligations, and to extend the time that the U.S.

government has to raise its statutory debt limit or otherwise resolve its funding situation.

The failure by Congress to raise the federal debt ceiling could have severe repercussions within the U.S.

and to global credit and financial markets.

If Congress does not raise the debt ceiling, the U.S.

government could default on its payment obligations, or experience delays in making payments when due.

A payment default or delay by the U.S.

government, or continued uncertainty surrounding the U.S.

debt ceiling, could result in a variety of adverse effects for financial markets, market participants and U.S.

and global economic conditions.

In addition, U.S.

law currently restricts foreign ownership of U.S.

In the United States, certain mergers that may affect competition may require

certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect

national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”).

interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons

in order to determine the effect of such transactions on the national security of the United States.

Outside the United States,

laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated or having

business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications),

or in businesses relating to a country’s culture or heritage may be implicated.

and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval

of a transaction on specified terms and conditions, which may not be acceptable to us or a target.

In such event, we may not be able

to consummate a transaction with that potential target.

a result of these various restrictions, the pool of potential targets with which we could complete an initial Business Combination may

be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues.

the process of government review could be lengthy.

Because we have only a limited time to complete our initial Business Combination,

our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public

stockholders may only receive $10.00 per share, and our warrants will expire worthless.

This will also cause you to lose any potential

investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation

in the combined company.

Unregistered Sales of Equity Securities

and Use of Proceeds

debt ceiling and budget deficit concerns have increased the possibility a downgrade in the credit rating of the U.S.

government and could result in economic slowdowns or a recession in the U.S.

Although U.S.

lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States as a result of disputes over the debt ceiling.

The impact of a potential downgrade to the U.S.

government’s sovereign credit rating or its perceived creditworthiness could adversely affect economic conditions, as well as our business, financial condition, operating results and our ability to consummate a Business Combination.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

2 unchanged sentences

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