What changed in this filing

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Item 1A. Risk Factors

2023-05-23 compared with 2022-11-14 · 10 added, 64 removed, 0 unchanged (100% of the section changed)

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

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.

The 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.

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 Form 10-K.

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.

A new 1% U.S.

federal excise tax could be imposed on us in connection with redemptions by us of our common stock.

On August 16, 2022, the IR Act was signed into federal law.

The IR Act provides for, among other measures, a new U.S.

federal 1% excise tax on certain

repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations.

The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the

stock repurchased.

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.

The Treasury 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 such redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination or otherwise may be subject to the excise

Whether and to what extent we would be subject to the excise tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the

Business Combination, (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 Business

Combination but issued within the same taxable year of the Business Combination), and (iv) the content of regulations and other guidance from the Treasury.

The foregoing could cause a reduction in the cash available to complete a Business

Combination and may adversely affect our ability to complete a Business Combination.

Furthermore, whether and to what extent we would be subject to the excise tax and the mechanics for payment of any excise tax in connection with a

liquidating distribution in the event we fail to complete a Business Combination within 18 months of the closing of the Company’s IPO is unclear.

Such liquidating distribution would be paid to the holders of Company’s public shares in

accordance with the terms of the amended and restated certificate of incorporation from funds lawfully available, which may impact the amount of cash received with respect to the Company’s public shares if funds are not lawfully available or

if third parties bring claims against us not otherwise covered by the Sponsor’s indemnification obligations.

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, 2022, filed with

the SEC on April 6, 2023 (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.

Unregistered Sales of Equity Securities and Use of Proceeds.

Defaults Upon Senior Securities

Mine Safety Disclosures .

Not applicable.

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