−Removed: Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our prospectus for our Initial Public Offering filed with the SEC on July 2, 2021.
−Removed: There have been no material changes in our risk factors since such filing, except for the following:
−Removed: The Company has identified a material weakness in its internal control over financial reporting as of September 30, 2021.
−Removed: If the Company is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in the Company and materially and adversely affect the Company’s business and operating results.
−Removed: In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it was appropriate to restate the presentation of Class A ordinary shares subject to possible redemption to reflect its Public Shares within temporary equity after determining the Public Shares redemption feature is not solely within the control of the Company.
−Removed: As part of such process, the Company identified a material weakness in its internal controls over financial reporting related to the accounting for our complex financial instruments (including redeemable equity instruments as described above).
−Removed: In light of the material weakness identified and the resulting restatement, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.
−Removed: Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.
−Removed: The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.
−Removed: Effective internal controls are necessary for the Company to provide reliable financial reports and prevent fraud.
−Removed: The Company continues to evaluate steps to remediate the material weakness.
−Removed: These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
−Removed: A material weakness could limit the Company’s ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of the Company’s annual or interim financial statements.
−Removed: In such a case, the Company may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in the Company’s financial reporting, the Company’s securities price may decline and the Company may face litigation as a result of the foregoing.
−Removed: The Company cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.
+Added: Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K
+Added: filed with the SEC on March 24, 2022.
+Added: For risk factors related to the proposed ProKidney Business Combination, see the “Risk Factors” section of the preliminary proxy statement on Schedule 14A that we have filed with the SEC relating to our proposed ProKidney Business Combination.
+Added: There have been no material changes in our risk factors since such filings, except for the following:
+Added: Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate (if we do not complete the ProKidney Business Combination) 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 are required to comply with certain SEC and other legal requirements, our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations.
+Added: Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.
+Added: 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: In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in economic, political, social and government policies, and those changes 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 that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies;
+Added: amend the financial statement requirements applicable to business combination transactions involving such companies;
+Added: update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions;
+Added: increase the potential liability of certain participants in proposed business combination transactions;
+Added: and impact 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 business, including our ability to negotiate (if we do not complete the ProKidney Business Combination) and complete our initial business combination (if we do not complete the ProKidney Business Combination prior to such adoption)
+Added: and may increase the costs and time related thereto.
Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
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.