Item 1A. Risk Factors
Item 1A. Risk Factors.
Factors
that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Annual
Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 23, 2022 (the “Annual Report”). Any
of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional
risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As
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 amended and restated risk factor:
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial Business Combination, and results of operations.
We
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, including
our ability to negotiate and complete our initial Business Combination, and results of operations.
On
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.
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