What changed in this filing

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Item 1A. Risk Factors

2023-08-14 compared with 2023-05-17 · 4 added, 45 removed, 1 unchanged (98% of the section changed)

Risk Factors.

that could cause our actual results to differ materially from those in this report include the risk factors described in our Form 10-K

for the fiscal year ended December 31, 2022.

As of the date of this Report, there have been no material changes to the risk factors disclosed

in our Form 10-K for the year ended December 31, 2022 filed with the SEC, except as set forth below:

federal excise tax could be imposed on us in connection with redemptions.

August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law.

The IRA provides for, among

other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

corporations,

by certain U.S.

subsidiaries of publicly traded non-U.S.

corporations, by “covered surrogate foreign corporations” (as defined

in the IRA) and by certain affiliates of the foregoing (each, a “covered corporation”).

Because our securities are trading

on the Nasdaq, we are a “covered corporation” for this purpose.

The excise tax is imposed on the repurchasing corporation

itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value

of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of Treasury has been given authority

to provide regulations and other guidance to carry out, and to prevent the avoidance of the excise tax.

The IRA applies only to repurchases

that occur after December 31, 2022.

we complete a business combination after December 31, 2022, any redemption or other repurchase that occurs in connection with the business

combination, or any other redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax.

and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of

the redemptions and repurchases, (ii) the nature and amount of the equity issued in connection with the business combination (or otherwise

issued not in connection with the business combination but issued within the same taxable year of the business combination), and (iii)

the content of regulations and other guidance from the U.S.

Department of the Treasury.

In addition, because the excise tax would be

payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

foregoing could cause a reduction in the cash available on hand to complete any business combination and in our ability to complete any

such business combination.

On March 22, 2023, the Company’s

stockholders redeemed 18,000,868 shares for a total of $184,845,836.

The Company determined that a liability for excise tax should

be recorded due to the redeemed shares.

As of March 31, 2023, the Company recorded a charge to stockholders’ deficit of $1,848,455 of excise tax

liability calculated as 1% of shares redeemed.

Factors that could cause our actual results to

differ materially from those in this report include the risk factors described in our Form 10-K for the fiscal year ended December 31,

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the year

ended December 31, 2022 and in our Form 10-Q for the quarter ended March 31, 2023 filed with the SEC.

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