−Removed: 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 final prospectus dated May 6, 2021 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
+Added: As of the date of this Quarterly Report on Form 10-Q, except as disclosed below, there have been no material changes to the risk factors disclosed in our final prospectus dated May 6, 2021 filed with the SEC, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Company’s Form 8-K filed with the SEC on April 25, 2022, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
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.
+Added: The risk factor captioned “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.” in our final prospectus dated May 6, 2021 is replaced in its entirety with the following risk factor:
+Added: 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.
+Added: We are subject to laws and regulations enacted by national, regional and local governments.
+Added: In particular, we will be required to comply with certain SEC and other legal requirements.
+Added: Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.
+Added: 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.
+Added: 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.
+Added: 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;
+Added: amending the financial statement requirements applicable to transactions involving shell companies;
+Added: effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions;
+Added: increasing the potential liability of certain participants in proposed business combination transactions;
+Added: and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940.
+Added: These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Unregistered Sale of Equity Securities and Use of Proceeds.
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(b) Use of Proceeds from the Public Offering
−Removed: On May 11, 2021, we consummated our Initial Public Offering of 11,500,000 units (the “Units”), including 1,500,000 Units issued pursuant to the exercise in full of the underwriter’s over-allotment option.
−Removed: Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share.
−Removed: The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.
−Removed: The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No.
+Added: The securities sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No.
The SEC declared the registration statement effective on May 6, 2021.
−Removed: Of the gross proceeds received from the Initial Public Offering and the Private Placement Units, $117,300,000 was placed in a Trust Account.
−Removed: We paid a total of $2,300,000 in underwriting discounts and commissions and $652,750 for other costs and expenses related to the Initial Public Offering.
−Removed: In addition, the underwriters agreed to defer $4,025,000 in underwriting discounts and commission.
−Removed: (c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+Added: There have been no material changes in the planned use of proceeds from our initial public offering as described in our final prospectus dated May 6, 2021 filed with the SEC and other periodic reports previously filed with the SEC.
+Added: (c) Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Defaults Upon Senior Securities
2 unchanged sentences
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.