What changed in this filing

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Item 1A. Risk Factors

2023-02-21 compared with 2022-03-25 · 78 added, 53 removed, 2 unchanged (98% of the section changed)

Risk Factors.

a smaller reporting company, we are not required to include risk factors in this Report.

However, below is a partial list of material

risks, uncertainties and other factors that could have a material effect on the Company and its operations:

are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target;

not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed

Our expectations

around the performance of a prospective target business or businesses may not be realized;

not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;

and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts

of interest with our business or in approving our initial business combination;

not be able to obtain additional financing to complete our initial business combination or reduce the number of shareholders requesting

issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market

price of our shares at that time;

not be given the opportunity to choose the initial business target or to vote on the initial business combination;

account funds may not be protected against third party claims or bankruptcy;

market for our public securities’ may not develop and you will have limited liquidity and trading;

The availability

to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business

Our financial

performance following a business combination with an entity may be negatively affected by their lack an established record of

revenue, cash flows and experienced management;

may be more competition to find an attractive target for an initial business combination, which could increase the costs associated

with completing our initial business combination and may result in our inability to find a suitable target;

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate

and complete an initial business combination;

attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the initial

public offering, which may include acting as a financial advisor in connection with an initial business combination or as placement

agent in connection with a related financing transaction.

Our underwriters are entitled to receive deferred underwriting commissions

that will be released from the trust account only upon a completion of an initial business combination.

These financial incentives

may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering,

including, for example, in connection with the sourcing and consummation of an initial business combination;

attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all;

our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than

with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers

and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection

with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate

for our initial business combination;

in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations,

may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results

of operations;

If the funds held outside of our trust account are insufficient to allow us to operate until at least September 30, 2022 (or by December 30, 2022 or March 30, 2023, if extended as provided elsewhere in this Report), our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected;

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by September 20, 2022 (or by December 30, 2022 or March 30, 2023, if extended as provided elsewhere in this Report);

value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share;

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our rights will expire worthless;

Our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine.

the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration

As a smaller reporting company,

we are not required to include risk factors in this Report.

However, below is a partial list of material risks, uncertainties and other

factors that could have a material effect on the Company and its operations:

● Since the Sponsor and our directors and executive officers

have interests that are different than the interests of our stockholders, a conflict of interest may have existed in determining whether

the Business Combination with WaveTech is appropriate.

● The exercise of our directors’ and executive officers’

discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest.

● Nasdaq may not list New WaveTech’s securities on its

exchange, which could limit investors’ ability to make transactions in New WaveTech’s securities and subject New WaveTech

to additional trading restrictions.

● Public stockholders will experience immediate dilution as

a consequence of the issuance of New WaveTech Common Stock as consideration in the Business Combination and the PIPE Investment, and

due to future issuances such as the Earnout Shares and pursuant to the New WaveTech KEAP.

Having a minority stock ownership position

may reduce the influence that our current stockholders have on the management of New WaveTech.

● If the conditions to the Merger Agreement are not met, the

Business Combination may not occur.

● The initial stockholders have agreed to vote in favor of

the Business Combination, regardless of how our public stockholders vote.

● We may be forced to close the Business Combination even if

the our Board determines it is no longer in the best interest of our stockholders.

● We may waive one or more of the conditions to the Business

● Legal proceedings in connection with the Business Combination,

the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

● We and WaveTech will incur significant transaction and transition

costs in connection with the Business Combination.

● Our ability to successfully effect the Business Combination

and New WaveTech’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain

key personnel of WaveTech, all of whom we expect to stay with New WaveTech following the Closing.

The loss of such key personnel could

negatively impact the operations and financial results of the combined business.

● Unanticipated changes in effective tax rates or adverse outcomes

resulting from examination of New WaveTech’s income or other tax returns could adversely affect New WaveTech’s financial

condition and results of operations.

● We cannot be certain as to the number of shares of public

stock that will be redeemed and the potential impact to public stockholders who do not elect to redeem their public stock.

● The Sponsor may elect to purchase stock from public stockholders

prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public

“float” of our securities.

● If third parties bring claims against us, the proceeds held

in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

● Our stockholders may be held liable for claims by third parties

against it to the extent of distributions received by them upon redemption of their shares.

● If, before distributing the proceeds in the trust account

to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,

the claims of creditors in such proceeding may have priority over the claims of our stockholders.

● The Merger may fail to qualify as a tax-free reorganization

for federal income tax purposes.

● The Excise Tax included in the Inflation Reduction Act of 2022

may decrease the value of New WaveTech securities following the Business Combination and decrease the amount of funds available for distribution.

● If you or a “group” of stockholders of which

you are a part are deemed to hold an aggregate of more than 20.0% of the public stock, you (or, if a member of such a group, all of the

members of such group in the aggregate) will lose the ability to redeem all such stock in excess of 20.0% of the public stock unless

we consent to such redemption.

● There is uncertainty regarding the U.S.

federal income

tax consequences of the redemption to the holders of our common stock.

● You will not have any rights or interests in funds from the

trust account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced to sell your public

stock, potentially at a loss.

● The Business Combination may be subject to U.S.

foreign investment

regulations that may impose conditions on or limit certain investors’ ability to purchase our stock or otherwise participate in

the Business Combination, potentially making the stock less attractive to investors.

● If we are not able to complete the Business Combination with

WaveTech by March 30, 2023, nor are able to complete another business combination by such date, er would cease all operations except

for the purpose of winding up and we would redeem our public stock and liquidate, in which case our public stockholders may only receive

$10.00 per share, or less than such amount in certain circumstances, and any public rights will expire worthless.

● If we fail to consummate an initial business combination,

our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

For the complete list of

risks relating to our operations and the Business Combination, see the section titled “Risk Factors” contained in our proxy

statement/prospectus on form S-4 (file number 333-268345).

Unresolved Staff Comments.

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-K

Item 1A. Risk Factors