What changed in this filing

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Item 1A. Risk Factors

2023-05-17 compared with 2022-11-14 · 30 added, 2 removed, 1 unchanged (97% of the section changed)

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our (i) final prospectus for our Initial Public Offering filed with the SEC on July 13, 2021, (ii) Form 10-Q as filed with the SEC on November 15, 2021, (iii) Form 10-K as filed with the SEC on March 31, 2022, and (iv) Form 10-Q as filed with the SEC on May 20, 2022.

As of the date of this Quarterly Report on Form 10-Q, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) final prospectus for our Initial Public Offering filed with the SEC on July 13, 2021, (ii) Form 10-Q as filed with the SEC on November 15, 2021, (iii) Form 10-K as filed with the SEC on March 31, 2022, and (iv) Form 10-Q as filed with the SEC on May 20, 2022.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our (i) final prospectus for our Initial Public Offering filed with the SEC on July 13, 2021, (ii) Form 10-Q as filed with the SEC on November 15, 2021, (iii) Form 10-K as filed with the SEC on March 31, 2022, and (iv) Form 10-Q as filed with the SEC on May 20, 2022.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our (i) final prospectus for our Initial Public Offering filed with the SEC on July 13, 2021, (ii) Form 10-Q as filed with the SEC on November 15, 2021, (iii) Form 10-K as filed with the SEC on March 31, 2022, (iv) Form 10-Q as filed with the SEC on May 20, 2022, and (v) Form 10-K as filed with the SEC on March 31, 2023.

For a complete list of the risks relating to our proposed business combination with Marti, see the section titled "Risk Factors"

contained in the Form F-4.

Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination.

In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a result of instability in the U.S.

and global banking systems, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession.

A significant downturn in economic conditions may make it more difficult for us to consummate a Business Combination

We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry.

If the conditions in the general economy worsen from present levels, our ability to consummate a Business Combination could be adversely affected.

For example, in January 2023, the outstanding national debt of the U.S.

government reached its statutory limit.

Department of the Treasury (the “Treasury Department”) has announced that, since then, it has been using extraordinary measures to prevent the U.S.

government’s default on its payment obligations, and to extend the time that the U.S.

government has to raise its statutory debt limit or otherwise resolve its funding situation.

The failure by Congress to raise the federal debt ceiling could have severe repercussions within the U.S.

and to global credit and financial markets.

If Congress does not raise the debt ceiling, the U.S.

government could default on its payment obligations, or experience delays in making payments when due.

A payment default or delay by the U.S.

government, or continued uncertainty surrounding the U.S.

debt ceiling, could result in a variety of adverse effects for financial markets, market participants and U.S.

and global economic conditions.

In addition, U.S.

debt ceiling and budget deficit concerns have increased the possibility a downgrade in the credit rating of the U.S.

government and could result in economic slowdowns or a recession in the U.S.

Although U.S.

lawmakers have passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States as a result of disputes over the debt ceiling.

The impact of a potential downgrade to the U.S.

government’s sovereign credit rating or its perceived creditworthiness could adversely affect economic conditions, as well as our ability to consummate a 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