What changed in this filing

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Item 1A. Risk Factors

2022-11-10 compared with 2022-08-12 · 95 added, 229 removed, 13 unchanged (96% of the section changed)

As of the date of this 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

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

Report on Form 10-Q for the period ended March 31, 2022, as filed with the SEC on May 16, 2022.

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.

We may disclose changes to such risk factors or disclose

additional risk factors from time to time in our future filings with the SEC.

Changes to laws or regulations or in how

such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications,

may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

We are subject to the laws and regulations, and

interpretations and applications of such laws and regulations, of national, regional, state and local governments and potentially non-U.S.

jurisdictions.

In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and

our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations

and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications.

Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly.

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 our business, including

our ability to negotiate and complete an initial Business Combination.

A failure to comply with applicable laws or regulations, as interpreted

and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business

On March 30, 2022, the SEC issued proposed rules

(the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with business combination

transactions involving special purpose acquisition companies (“SPACs”) and private operating companies;

the financial statement

requirements applicable to transactions involving shell companies;

the use of projections in SEC filings in connection with proposed

business combination transactions;

the potential liability of certain participants in proposed business combination transactions;

the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide

SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset

composition, business purpose and activities.

Certain of the procedures that we, a potential business combination target, or others may

determine to undertake in connection with the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed

in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain

the circumstances under which we could complete an initial Business Combination.

Recent increases in inflation and interest

rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination.

Recent increases in inflation and interest rates

in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, and may lead

to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate an

initial Business Combination.

Military conflict in Ukraine or elsewhere

may lead to increased and price volatility for publicly traded securities, which could make it more difficult for us to consummate an

initial Business Combination.

Military conflict in Ukraine or elsewhere may

lead to increased and price volatility for publicly traded securities, including ours, and to other national, regional and international

economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target

and consummate an initial Business Combination on acceptable commercial terms or at all.

Resources could be wasted in researching

acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with

another business.

If we have not completed our initial Business Combination within the required time period, our public stockholders

may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account

and our warrants will expire worthless.

We anticipate that the investigation of each

specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

decide not to complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely

would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial

Business Combination for any number of reasons, including those beyond our control.

Any such event will result in a loss to us of the

related costs incurred, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we have not completed our initial Business Combination within the required time period, our public stockholders may receive only approximately

$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

There may be significant competition for

us to find an attractive target for an initial Business Combination.

This could increase the costs associated with completing our initial

Business Combination and may result in our inability to find a suitable target for our initial Business Combination.

In recent years, the number of SPACs that have

been formed has increased substantially.

Many companies have entered into business combinations with SPACs, and there are still many

SPACs seeking targets for their initial Business Combination, as well as additional SPACs currently in registration.

As a result, at

times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for

an initial Business Combination.

In addition, because there are a large number

of SPACs seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive

fundamentals or business models may increase, which could cause target companies to demand improved financial terms.

Attractive deals

could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the

cost of additional capital needed to close business combinations or operate targets post-business combination.

This could increase the

cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial Business Combination

and may result in our inability to consummate an initial Business Combination on terms favorable to our investors altogether.

The SEC has recently issued proposed rules

relating to certain activities of SPACs.

Certain of the procedures that we, a potential business combination target, or others may determine

to undertake in connection with such proposals may increase our costs and the time needed to complete our initial Business Combination

and may constrain the circumstances under which we could complete an initial Business Combination.

The need for compliance with the SPAC

Rule Proposals may cause us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise

On March 30, 2022, the SEC issued the SPAC Rule

Proposals relating, among other items, to disclosures in business combination transactions between SPACS such as us and private operating

the condensed financial statement requirements applicable to transactions involving shell companies;

the use of projections

by SPACs in SEC filings in connection with proposed business combination transactions;

the potential liability of certain participants

in proposed business combination transactions;

and the extent to which SPACs could become subject to regulation under the Investment

Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy

certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

The SPAC Rule Proposals have

not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements

Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection

with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time

of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete an initial

Business Combination.

The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account or

liquidate the Company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company

for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities

would be severely restricted.

As a result, in such circumstances, unless we are able to modify our activities so that we would not be

deemed an investment company, we would expect to abandon our efforts to complete an initial Business Combination and instead to liquidate

As described further above, the SPAC Rule Proposals

relate, among other matters, to the circumstances in which SPACs such as the Company 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,

including 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 a business combination no later than 18 months after the effective date of its IPO Registration Statement.

The company would

then be required to complete its initial Business Combination no later than 24 months after the effective date of the IPO Registration

Because the SPAC Rule Proposals have not yet

been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including

a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of the IPO Registration

We have not entered into a definitive business combination agreement within 18 months after the effective date of our IPO

Registration Statement and do not expect to complete our initial Business Combination within 24 months of such date.

As a result, it

is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company

under the Investment Company Act, our activities would be severely restricted.

In addition, we would be subject to burdensome compliance

requirements.

We do not believe that our principal activities will subject us to regulation as an investment company under the Investment

However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment

Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

As a result, unless

we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to

complete an initial Business Combination and instead to liquidate the Company.

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

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 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.

The 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

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, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement,

instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S.

treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until

the earlier of consummation of our initial Business Combination or liquidation of the Company.

Following such liquidation, we would likely

receive minimal interest, if any, on the funds held in the trust account.

However, interest previously earned on the funds held in the

trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

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 would reduce the

dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary

of the effective date of the IPO Registration Statement, 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 treasury obligations or in money market funds invested exclusively in such securities,

even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case

we may be required to liquidate the Company.

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 stockholders would receive upon any redemption or liquidation of the Company .

There is substantial doubt about our ability

to continue as a “going concern.”

In connection with the Company’s assessment

of going concern considerations under applicable accounting standards, management has determined that our possible need for additional

financing to enable us to negotiate and complete our initial Business Combination, as well as the deadline by which we may be required

to liquidate our trust account, raise substantial doubt about the Company’s ability to continue as a going concern through approximately

one year from the date the financial statements included elsewhere in this Report were issued.

Were we considered to be a “foreign person,”

we might not be able to complete an initial Business Combination with a U.S.

target company if such initial Business Combination is subject

foreign investment regulations and review by a U.S.

government entity such as the Committee on Foreign Investment in the United

States (“CFIUS”), or ultimately prohibited.

Certain federally licensed businesses

in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership.

CFIUS is an 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.

Were we considered to be

a “foreign person” under such rules and regulations, any proposed Business Combination between us and a U.S.

business engaged

in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review.

The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain

non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.

If our potential initial Business Combination with a U.S.

business falls within the scope of foreign ownership restrictions, we may be

unable to consummate an initial Business Combination with such business.

In addition, if our potential 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

Our Sponsor is a U.S.

entity, and the managing member of our Sponsor is a U.S.

Our Sponsor is not controlled by,

and does not have substantial ties with, a non-U.S.

However, if CFIUS has jurisdiction over our initial Business Combination CFIUS

may decide to block or delay our initial Business Combination, impose conditions to mitigate national security concerns with respect to

such initial Business Combination or order us to divest all or a portion of a U.S.

business of the combined company if we had proceeded

without first obtaining CFIUS clearance.

If we were considered to be a “foreign person,” foreign ownership limitations, and

the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial Business

Combination opportunities that we believe would otherwise be beneficial to us and our shareholders.

As a result, in such circumstances,

the pool of potential targets with which we could complete an initial Business Combination could be limited and we may be adversely affected

in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government

review, whether by CFIUS or otherwise, could be lengthy.

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.

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,

5 unchanged sentences

in the combined company.

Unregistered Sales of Equity Securities and Use of Proceeds

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