Item 1A. Risk Factors
ITEM
1A.
RISK
FACTORS
Factors
that could cause our actual results to differ materially from those in this Annual Report are any of the risks described in our Prospectus
for our Initial Public Offering filed with the SEC on November 10, 2021. 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. As of the date of this Annual Report, there have been no material
changes to the risk factors disclosed in our Prospectus.
6
ITEM
1B.
UNRESOLVED
STAFF COMMENTS
Not
applicable.
ITEM
2.
PROPERTIES
We
currently maintain our executive offices at 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139. Our executive offices are provided to
us by our sponsor at no charge. We consider our current office space adequate for our current operations.
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