Risk Factors.
−Removed: 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 February 27, 2023 (the “Annual Report”).
+Added: 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 February 27, 2023 (the “Annual Report”), and our Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 11, 2023 (the “Q1 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.
−Removed: As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report, except for the below.
−Removed: Were we considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S.
−Removed: target company if such initial business combination is subject to U.S.
−Removed: foreign investment regulations and review by a U.S.
−Removed: government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
−Removed: Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership.
−Removed: In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.
−Removed: Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S.
−Removed: business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review.
−Removed: The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling investments in sensitive U.S.
−Removed: businesses and certain acquisitions of real estate even with no underlying U.S.
−Removed: FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.
−Removed: If a potential initial business combination with a U.S.
−Removed: business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business.
−Removed: In addition, if a potential initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.
−Removed: Both our company and our sponsor are U.S.
−Removed: entities, and the managers of our sponsor are U.S.
−Removed: Each of our officers and directors is a U.S.
−Removed: If CFIUS has jurisdiction over our initial business combination, as a result of these existing relationships or otherwise, CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S.
−Removed: business of the combined company if we had proceeded without first obtaining CFIUS clearance.
−Removed: If we were considered to be a “foreign person,” the foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.
−Removed: As a result, in such circumstances, the pool of potential targets with which we could complete an initial business combination could be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar foreign ownership issues.
−Removed: Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy.
−Removed: Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.
−Removed: If we liquidate, the public stockholders may only receive $10.20 per share, and our warrants will expire worthless.
−Removed: This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
+Added: As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report and Q1 Report except that, as reported in our Current Report on Form 8-K filed on May 8, 2023, (i) on May 4, 2023, we filed an amendment to our amended and restated certificate of incorporation (the “Charter Amendment”) which extended the date by which we have to consummate a Business Combination from May 8, 2023 to November 8, 2023, or such earlier date as may be determined by our board of directors, without the requirement that our Sponsor deposit additional funds into the Trust Account, and (ii) in connection with the stockholder vote to approve the Charter Amendment, holders of 30,460,066 shares of our Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000, leaving approximately $42,000,000 in the Trust Account (and resulting in our initial stockholders owning a significantly greater percentage of the total number of shares of our outstanding common stock).
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.