Item 1A. Risk Factors
Item 1A. Risk Factors
As a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our
operations, other than as set forth below, see the section titled “Risk Factors” contained in our final prospectus for the
IPO filed with the SEC. 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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
As a blank check company,
we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend
on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated
and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties,
could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our
reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against
cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting
us, the management team will report to the board of directors and provide updates on the management team’s incident response plan
for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in
data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately
protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences,
or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have established certain
processes for identifying, evaluating, and managing material risks from cybersecurity threats as a part of our overall technology management
strategy. These processes are designed and reassessed on a periodic basis to help protect our technology assets and operations from internal
and external security threats.
Item 2. Unregistered Sale of Equity Securities and Use of
Proceeds.
There were no unregistered securities to report which have not been
previously included in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable
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