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Item 1A. Risk Factors

2022-05-23 compared with 2021-12-15 · 41 added, 6 removed, 0 unchanged (100% of the section changed)

RISK FACTORS.

As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our

Registration Statement 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 risk factors not presently known to us or that we currently

deem immaterial may also impair our business or results of operations.

Except as described below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual

Report on Form 10-K for the period ended December 31, 2021 as filed with the SEC on April 1, 2022.

Our search for a Business Combination, and any target business with which we may ultimately consummate a

Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the

status of debt and equity markets, as well as protectionist legislation in our target markets.

United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and

the recent invasion of Ukraine by Russia in February 2022.

In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide

Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict,

increasing geopolitical tensions with Russia.

The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other

countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to

market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Additionally, Russian military actions and the resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from

Russia, could result in increased cyber-attacks against U.S.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical

conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination.

extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of

time or if geopolitical tensions result in expanded military operations on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual Report on

If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a

Business Combination, may be materially adversely affected.

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 are 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 relating to, among other items, enhancing disclosures in business combination

transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions.

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

form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.

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