What changed in this filing

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Item 1A. Risk Factors

2022-08-15 compared with 2022-05-16 · 54 added, 28 removed, 8 unchanged (91% of the section changed)

Risk Factors.

There have been no material changes from the

risk factors previously disclosed in our Annual Report on Form 10-K as filed with the SEC on March 24, 2022.

In addition, we may be subject

to the following risk in connection with changes in laws and regulations.

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.

We are subject to laws and regulations enacted

by national, regional and local governments.

In particular, we will be required to comply with certain SEC and other legal requirements.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

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.

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.

On March 30, 2022, the SEC issued proposed rules

relating to, among other items, disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”)

As a smaller reporting company,

we are not required to include risk factors in this Report.

However, as of the date of this Report ,

other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in (i) our

registration statement on Form S-1 with respect to our initial public offering, initially filed with the SEC on January 29, 2021, as amended,

and which was declared effective on February 18, 2021 (File No.

333-252598), (ii) our Annual Report on Form 10-K for the year ended December

31, 2021, as filed with the SEC on March 24, 2022, (iii) our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and

2022, as filed with the SEC on May 14, 2021 and May 16, 2022, (iv) the Rumble Registration Statement, and (v) the Proxy Statement.

of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

SEC has recently issued proposed rules relating to certain activities of SPACs.

Certain of the procedures that we, a potential business

combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed

to complete our Initial Business Combination.

March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in

SEC filings in connection with business combination transactions involving special purpose acquisition companies (“SPACs”)

and private operating companies;

3 unchanged sentences

in proposed business combination transactions;

and the extent to which SPACs could become subject to regulation under the Investment Company

Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they

satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

These rules, if adopted,

whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial

business combination, and may constrain the circumstances under which we could complete an initial business combination.

Unregistered Sales of Equity Securities

and Use of Proceeds from Registered Securities

and the extent to which SPACs could become subject to regulation under the Investment

Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy

certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

The SPAC Rule Proposals have

not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements

of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC

Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of completing

an Initial Business Combination.

For more information regarding regulatory and other requirements related to the Rumble Business Combination,

see the Rumble Registration Statement.

we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome

compliance requirements and our activities would be severely restricted.

described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company

could potentially be subject to the Investment Company Act and the regulations thereunder.

The SPAC Rule Proposals would provide

a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company

Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete an Initial Business Combination.

Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing

that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective

date of its registration statement for its initial public offering (the “IPO Registration Statement”).

The company would

then be required to complete its Initial Business Combination no later than 24 months after the effective date of the IPO Registration

the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment

Company Act to a SPAC, including a company like ours.

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, our activities would be severely restricted.

In addition, we would be subject to

additional burdensome regulatory requirements and expenses for which we have not allotted funds.

is substantial doubt about our ability to continue as a “going concern.”

connection with the Company’s assessment of going concern considerations under applicable accounting standards, management has

determined that our possible need for additional financing to enable us negotiate and complete our Initial Business Combination, as well

as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about the Company’s ability

to continue as a going concern through approximately one year from the date the financial statements were issued.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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