Item 1A. Risk Factors
Item 1A. Risk Factors
Factors that could cause our actual results to
differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offering
filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus
for its Initial Public Offering filed with the SEC.
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 IPO
Registration Statement. 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.
Changes in international trade policies,
tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination
target or the performance or business prospects of a post-Business Combination company.
There have recently been significant changes to
international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or
other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.
Recently, the U.S. has implemented a range of
new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are
considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently
significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes,
government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies
will change in the future.
Tariffs, or the threat of tariffs or
increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance
on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United
States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from
the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of
tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business
Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical
financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future
performance of such companies, because future financial performance of those companies may be materially affected by new U.S.
tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a
Business Combination could change even after we enter into a Business Combination agreement, as a result of tariffs or the threat of
tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that
Business Combination agreement. These factors could affect our selection of a Business Combination target.
We may not be able to adequately address the
risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky
to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular
country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable
target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the
post-Business Combination company’s operations and financial results could be adversely affected as a result of tariffs
or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company to
decline.
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