Item 3. Quantitative and Qualitative Disclosures About Market Risk
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The
net proceeds of our IPO and a portion of the proceeds of our concurrent sale of private placement warrants are held in a trust account
invested in U.S. Government Treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940, as amended, and which invest only in direct U.S. Government Treasury obligations.
Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. However,
if the interest rates of U.S. Government Treasury obligations become negative, we may have less interest income available to us for the
payment of taxes, and a decline in the value of the assets held in the trust account could reduce the amount of principal in the trust
account below the amount initially deposited in the trust account.
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