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Item 1A. Risk Factors

2023-11-20 compared with 2023-08-14 · 124 added, 2 removed, 3 unchanged (98% of the section changed)

2 unchanged sentences

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.

As of the date of this Report, except as set forth below, 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 quarters ended March 31, 2023 and June 30, 2023 filed

with the SEC.

We may not be

able to complete the Business Combination pursuant to the Merger Agreement.

If we are unable to do so, we will incur substantial costs

associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.

In connection with the

Merger Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.

These costs include, but

are not limited to, costs associated with securing sources of financing, costs associated with employing and retaining third-party advisors

who performed the financial, auditing and legal services required to complete the transaction, and the expenses generated by our officers,

executives, and employees in connection with the transaction.

If, for whatever reason, the transactions contemplated by the Merger Agreement

fail to close, we will be responsible for these costs, but will have no source of revenue with which to pay them.

We may need to obtain

additional sources of financing in order to meet our obligations, which we may not be able to secure on the same terms as our existing

financing or at all.

If we are unable to secure new sources of financing and do not have sufficient funds to meet our obligations, we

will be forced to cease operations and liquidate the trust account.

If we are deemed

to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result,

we may abandon our efforts to consummate an initial business combination and liquidate.

There is currently uncertainty

concerning the applicability of the Investment Company Act to blank check companies, or SPACs, including companies like ours.

it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to

be an investment company under the Investment Company Act, our activities would be severely restricted.

In addition, we would be subject

to burdensome compliance requirements.

We do not believe that our principal activities will subject us to regulation as an investment

company under the Investment Company Act.

However, if we are deemed to be an investment company and subject to compliance with and regulation

under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon

our efforts to complete an initial business combination and instead to liquidate.

If we were to liquidate, our warrants and rights will

expire worthless.

This will also cause you to lose the investment opportunity in connection with the Business Combination and any other

target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

We may not be

able to complete an initial business combination with a U.S.

target company if such initial business combination is subject to U.S.

investment regulations and review by a U.S.

government entity such as the Committee on Foreign Investment in the United States (CFIUS),

or is ultimately prohibited.

None of the members

of the Company’s sponsor group is, is controlled by, or has substantial ties with a foreign person and therefore, we believe, will

not be subject to U.S.

foreign investment regulations and review by a U.S.

government entity such as the Committee on Foreign Investment

in the United States (CFIUS).

However, our initial business combination with a U.S.

business may be subject to CFIUS review, the scope

of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive,

non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings.

If our potential initial business combination with a U.S.

business falls within CFIUS’s jurisdiction, we may determine that we

are required to make a mandatory filing or that we will 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.

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.

business of the combined company without first obtaining CFIUS clearance,

which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe

would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete an

initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition

companies which do not have similar foreign ownership issues.

Moreover, the process

of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination.

If we cannot complete our initial business combination within the time period as required by our certificate of incorporation because

the review process extends beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another

government entity, we may be required to liquidate.

If we liquidate, our public shareholders may only receive their pro rata portion

of the Trust Account, and our warrants and rights will expire worthless.

This will also cause you to lose the investment opportunity

in a target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

A new 1% U.S.

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

On August 16, 2022,

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

The IRA provides for, among other things, a

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

corporations, by certain

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.

If 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.

Whether 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.

The 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

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 September 30, 2023, the Company recorded a charge to stockholders’ deficit

of $1,848,455 of excise tax liability calculated as 1% of shares redeemed.

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