What changed in this filing

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Item 1A. Risk Factors

2022-08-02 compared with 2022-05-23 · 5 added, 38 removed, 3 unchanged (93% of the section changed)

Risk Factors.

that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual

Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022 (the “Annual Report”).

Factors that could cause

our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form

10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022 (the “Annual Report”), and the Quarterly Report

on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 23, 2022 (the “2022 Q1 Report”).

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

risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report, except

for the following risk factors:

in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results

of operations.

are subject to laws and regulations enacted by national, regional and local governments.

In particular, we will be required to comply

with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations 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, investments and results of operations.

In addition, a failure to

comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results

of operations.

March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination

transactions involving SPACs and private operating companies;

amend the financial statement requirements applicable to business combination

transactions involving such companies;

update and expand guidance regarding the general use of projections in SEC filings, as well as

when projections are disclosed in connection with proposed business combination transactions;

increase the potential liability of certain

participants in proposed business combination transactions;

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

the Investment Company Act of 1940.

These rules, if adopted, whether in the form proposed or in revised form, may materially adversely

affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and

time related thereto.

proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.”

connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s

(“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability

to Continue as a Going Concern,” management has determined that mandatory liquidation and subsequent dissolution raises substantial

doubt about the Company’s 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 March 8, 2023.

The financial statements do not include any adjustment that

might be necessary if the Company is unable to continue as a going concern.

of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report and the 2022

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